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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 7, 2005
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1st State Bancorp, Inc.
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(Exact Name of Registrant as Specified in Charter)
Virginia 0-25859 56-2130744
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
445 S. Main Street, Burlington, North Carolina 27215
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (336) 227-8861
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Not Applicable
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(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:
[ ] 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))
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ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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On January 7, 2005, 1st Bancorp, Inc. (the "Registrant") dismissed KPMG
LLP ("KPMG") as its independent auditors, effective immediately. On January 7,
2005, the Registrant engaged McGladrey & Pullen, LLP ("McGladrey") as its
successor independent audit firm subject to completion of their normal due
diligence procedures. The Registrant's dismissal of KPMG and engagement of
McGladrey was approved by the Registrant's Audit Committee on January 7, 2005.
McGladrey completed their due diligence procedures and accepted the engagement
on January 13, 2005, at which time the Registrant's engagement of McGladrey
became effective.
KPMG served as the Registrant's independent accountants to audit the
Registrant's two most recent fiscal year ends. KPMG's reports on the
Registrant's financial statements for each of those years (the fiscal years
ended September 30, 2004 and 2003) did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles.
During the Registrant's two most recent fiscal year ends (the fiscal
years ended September 30, 2004 and 2003) and the subsequent interim period from
October 1, 2004 through January 7, 2005, there were no disagreements with KPMG
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 KPMG, would have caused KPMG to make reference to the
subject matter of the disagreements in their report on the financial statements
for such years.
During the Registrant's two most recent fiscal year ends (the fiscal
years ended September 30, 2004 and 2003) and the subsequent interim period from
October 1, 2004 through January 7, 2005, there were no "reportable events" as
defined in Item 304(a)(1)(v) of Regulation S-K.
The Registrant has provided KPMG with a copy of the above disclosures
in response to Item 304(a) of Regulation S-K in conjunction with the filing of
this Form 8-K. The Registrant requested that KPMG deliver to the Registrant a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements made by the Registrant in response to Item 304(a) of
Regulation S-K, and if not, stating the respects in which it does not agree.
KPMG's letter is filed herewith as Exhibit 16.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(a) Not applicable
(b) Not applicable
(c) The following exhibit is filed herewith:
Exhibit 16 Letter of KPMG LLP
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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.
1st STATE BANCORP, INC.
Date: January 13, 2005 By: /s/ James C. McGill
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James C. McGill
President and Chief Executive Officer