|
Pennsylvania
|
000-18464
|
25-1606091
|
||
|
(State
or other
jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
612 Main Street,
Emlenton, PA
|
16373
|
||
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
o
|
|
a.
|
On
February 17, 2010, Emclaire Financial Corp.’s (the Corporation) Board of
Directors determined to dismiss its independent auditors, ParenteBeard LLC
(ParenteBeard). ParenteBeard will complete its engagement as
independent auditor for the Corporation’s fiscal year ended December 31,
2009 upon the filing of the Corporation’s Form 10-K for the year ended
December 31, 2009. ParenteBeard’s report on the Corporation’s
consolidated financial statements during the two most recent fiscal years
preceding the date hereof contained no adverse opinion or a disclaimer of
opinions, and was not qualified or modified as to uncertainty, audit scope
or accounting principles. The decision to change accountants
was approved by the Corporation’s Audit Committee. During the
last two fiscal years and the subsequent interim period to the date
hereof, there were no disagreements between the Corporation and
ParenteBeard on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or principles, which
disagreement(s), if not resolved to the satisfaction of ParenteBeard,
would have caused it to make a reference to the subject matter of the
disagreement(s) in connection with its reports. None of the
“reportable
events” described in Item 304(a)(1)(v) of Regulation S-K occurred
with respect to the Corporation within the last two fiscal years and the
subsequent interim period to the date
hereof.
|
|
|
The
Corporation requested ParenteBeard to furnish it with a letter addressed
to the Securities and Exchange Commission stating whether it agrees with
the above statements. On February 23, 2010, the Corporation
received such letter from ParenteBeard. A copy is included as
Exhibit 16.1.
|
|
b.
|
Effective
February 17, 2010, the Corporation engaged Crowe Horwath LLP (Crowe
Horwath) as its independent auditors for the fiscal year ending December
31, 2010.
|
|
|
The
Corporation engaged Crowe Horwath to perform limited non-audit services
related to the years ending December 31, 2009 and 2008. The
services performed during this period included preparation of consolidated
federal and state tax returns, assisting management with quarterly
estimated tax payments, effective tax rates, deferred tax inventory, tax
related journal entries and discussions on tax matters related to a branch
acquisition. On occasion, Crowe Horwath also informally
discussed with management of the Corporation general accounting topics
and/or issues.
|
|
|
The
nature of Crowe Horwath’s involvement with the Corporation as indicated
above did not result in any conclusion on the type of audit
opinion(s) rendered or to be rendered, views expressed, management’s final
decisions as to the accounting, auditing or financial reporting
requirements nor a disagreement or reportable
event.
|
|
Exhibit
Number
|
Description
|
|
16.1
|
Letter
of ParenteBeard LLC
|
|
Date: February
23, 2010
|
By:
|
/s/ Amanda L. Engles | |
| Amanda L. Engles | |||
|
Principal
Accounting Officer Treasurer
|
|||