Amended Current Report Filing (8-k/a)
March 30 2018 - 3:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report
(Date
of earliest event reported)
:
March 30, 2018
VILLAGE
BANK AND TRUST FINANCIAL CORP.
(Exact Name of Registrant as Specified in
Charter)
Virginia
(State or Other Jurisdiction
of Incorporation)
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0-50765
(Commission File Number)
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16-1694602
(IRS Employer
Identification No.)
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13319 Midlothian Turnpike
Midlothian, Virginia
(Address of Principal Executive Offices)
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23113
(Zip Code)
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Registrant’s Telephone Number, Including
Area Code:
(804) 897-3900
Not Applicable
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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EXPLANATORY NOTE
On November 13, 2017, Village Bank and
Trust Financial Corp. (the “Company”) filed a Current Report on Form 8-K reporting that on November 8, 2017, the Company,
with the approval of the Audit Committee of the Board of Directors, notified the Company’s independent registered public
accounting firm, BDO USA, LLP (“BDO”), that BDO was being dismissed as the Company’s independent registered public
accounting firm, effective immediately following the filing of the Company’s Form 10-K for the year ending December 31, 2017,
which occurred on March 30, 2018. This amendment to the Company’s November 13, 2017 Form 8-K is being filed to provide the
information required by Item 4.01 of Form 8-K for the period from November 8, 2017 to March 30, 2018.
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Item 4.01
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Change in Registrant’s Certifying Accountant.
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(a)
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Dismissal of Independent Registered Public Accounting Firm.
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During the Company’s most recent
fiscal year ended December 31, 2017 and through March 30, 2018, the Company has not had any disagreement with BDO on any matter
of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not
resolved to BDO’s satisfaction, would have caused BDO to make reference to the subject matter of the disagreement in their
reports of the Company’s consolidated financial statements. In addition, during the Company’s most recent fiscal year
ended December 31, 2017 and through March 30, 2018, there were no “reportable events” as the term is defined in Item
304(a)(1)(v) of Regulation S-K. BDO’s reports on the Company’s consolidated financial statements as of and for the
fiscal years ended December 31, 2017 and December 31, 2016 did not contain any adverse opinion or a disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting principles.
The Company provided BDO a copy of this
Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that
BDO furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements in this Item 4.01(a).
A copy of BDO’s letter, dated March 30, 2018, is filed as Exhibit 16.2 to this Current Report on Form 8-K.
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Item 9.01
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Financial Statements and Exhibits.
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The following exhibit is filed herewith:
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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VILLAGE BANK AND TRUST FINANCIAL CORP.
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(Registrant)
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Date: March 30, 2018
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By:
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/s/ C. Harril Whitehurst, Jr.
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C. Harril Whitehurst, Jr.
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Executive Vice President and CFO
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