mpb-8k_20200904.htm
false 0000879635 0000879635 2020-09-04 2020-09-04

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 4, 2020

 

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 



 

 

 

 

 

Pennsylvania

1-13677

25-1666413

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer

Identification Number)

 

 

349 Union Street

Millersburg, Pennsylvania

1.866.642.7736

17061

(Address of Principal Executive Offices)

( Registrant’s telephone number, including area code)

(Zip Code)

 

 

 

 

Not Applicable

 

(Former Name or Former Address, if Changed Since Last Report)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $1.00 par value per share

 

MPB

 

The NASDAQ Stock Market LLC

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) )

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4( c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 


 

 

MID PENN BANCORP, INC.

CURRENT REPORT ON FORM 8-K

 

ITEM 4.01Change in Registrant’s Certifying Accountant

 

Following a competitive process commenced at the direction of the Audit Committee of the Board of Directors of Mid Penn Bancorp, Inc. (the “Corporation”), on September 4, 2020, the Corporation has selected RSM US LLP (“RSM”) as the Corporation’s new principal accountants for the year ending December 31, 2020. As a result of the engagement of RSM, the Corporation dismissed BDO USA, LLP (“BDO”) as the Corporation’s principal accountants.  Both the engagement of RSM and the dismissal of BDO were made upon the recommendation of the Audit Committee.

The audit reports of BDO on the Corporation’s consolidated financial statements as of and for the years ended December 31, 2019 and 2018 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the years ended December 31, 2019 and 2018 and the subsequent interim period through September 4, 2020, there were no: (1) disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Corporation and BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements in connection with its audit reports, or (2) reportable events within the meaning of Item 304(a)(1)(v) of SEC Regulation S-K.

The Corporation has provided BDO with a copy of the disclosure contained in this Current Report on Form 8-K prior to filing with the Securities and Exchange Commission (the “Commission”). The Corporation has requested that BDO furnish a letter addressed to the Commission stating whether or not it agrees with the above statements. A copy of the letter, dated September 10, 2020, from BDO to the Commission is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the years ended December 31, 2019 and 2018 and the subsequent interim period prior to engaging RSM, the Corporation did not consult with RSM regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Corporation’s financial statements, and neither a written report nor oral advice was provided to the Corporation that RSM concluded was an important factor considered by the Corporation in reaching a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was either the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or (iii) a reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01    Financial Statements and Exhibits

 

(d) Exhibits.

No.Description

16.1

Letter of BDO USA, LLP.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 


SIGNATURES

 

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.

 

 

 

 

MID PENN BANCORP, INC.

(Registrant)

 

 

 

Date:  September 10, 2020

By:

/s/ Rory G. Ritrievi

 

Rory G. Ritrievi

 

President and Chief Executive Officer

 

 

mpb-ex161_47.htm

 

 

 

 

Tel: 215-564-1900

Fax: 215-564-3940

www.bdo.com

Exhibit 16.1

 

Ten Penn Center

1801 Market Street, Suite 1700

Philadelphia, PA 19103

 

 

 

 

September 10, 2020

 

 

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

 

We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on September 4, 2020, to be filed by our former client, Mid Penn Bancorp, Inc.  We agree with the statements made in response to that Item insofar as they relate to our Firm.

 

Very truly yours,

 

/s/ BDO USA, LLP

 

 

 

 

 

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

 

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

v3.20.2
Document and Entity Information
Sep. 04, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 04, 2020
Entity Registrant Name MID PENN BANCORP, INC.
Entity Central Index Key 0000879635
Entity Emerging Growth Company false
Entity File Number 1-13677
Entity Incorporation, State or Country Code PA
Entity Tax Identification Number 25-1666413
Entity Address, Address Line One 349 Union Street
Entity Address, City or Town Millersburg
Entity Address, State or Province PA
Entity Address, Postal Zip Code 17061
City Area Code 1.866
Local Phone Number 642.7736
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of each class Common Stock, $1.00 par value per share
Trading Symbol MPB
Name of each exchange on which registered NASDAQ