oct20098kbm.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported) |
October 1, 2009 |
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COMMERCIAL NATIONAL FINANCIAL CORPORATION |
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(Exact name of registrant as specified in its charter) |
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Pennsylvania |
0-18676 |
25-1623213 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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900 Ligonier Street, Latrobe, PA |
15650 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code 724-539-3501 |
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(Former name or former address, if changed since last report.)
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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 240.13a-4(c))
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Item 4.01 |
Changes in Registrant’s Certifying Accountant. |
On October 1, 2009, Commercial National Financial Corporation, (“Corporation”) was notified that the audit practice of Beard Miller Company LLP (“Beard”) an independent registered public accounting firm, was combined with ParenteBeard LLC (“ParenteBeard”) in a transaction pursuant to which Beard combined
its operations with ParenteBeard and certain of the professional staff and partners of Beard joined ParenteBeard either as employees or partners of ParenteBeard. On October 1, 2009, Beard resigned as the auditors of the Corporation and, with the approval of the Audit Committee of the Corporation's Board of Directors, ParenteBeard was engaged as its independent registered public accounting firm.
Prior to engaging ParenteBeard, the Corporation did not consult with ParenteBeard regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit operations that might be rendered by ParenteBeard on the Corporation's consolidated financial statements, and ParenteBeard did
not provide any written or oral advice that was an important factor considered by the Corporation in reaching a decision as to any such accounting, auditing or financial reporting issue.
The report of the independent registered public accounting firm of Beard regarding the Corporation's financial consolidated statements for the fiscal years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2008 and 2007, and during the interim period from the end of the most recently completed fiscal year through October 1, 2009, the date of resignation, there were no disagreements with Beard on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Beard would have caused it to make reference to such disagreement in its reports.
The Corporation provided Beard with a copy of this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission and requested that Beard furnish the Corporation with a letter addressed to the Securities and Exchange stating whether it agrees with above statements and, if it does not agree, the respects in which
it does not agree. A copy of the letter, dated October 5, 2009, is filed as Exhibit 16 (which is incorporated by reference herein) to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Other Exhibits.
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Exhibit 16.0 |
Letter of Concurrence From Beard Miller Company LLP Regarding Change in Certifying Accountant |
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Commercial National Financial Corporation |
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(Registrant) |
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Date: October 5, 2009 |
/s/ |
Gregg E. Hunter |
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Gregg E. Hunter |
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President and Chief Executive Officer |