Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

______________

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):  October 1, 2009

Mid Penn Bancorp, Inc.
(Exact name of registrant as specified in its charter)

 
 
Pennsylvania
 
1-13677
 
25-1666413
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
349 Union Street, Millersburg, Pennsylvania
 
17061
(Address of principal executive offices)
 
(Zip Code)
 
(717) 692-2133
(Registrant’s telephone number, including area code)
 
 
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 (see General Instruction A.2. below):
 
¨
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))
 



 
 

 




MID PENN BANCORP, INC.
CURRENT REPORT ON FORM 8-K


ITEM 4.01  CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

On October 1, 2009, Mid Penn Bancorp, Inc. (the “Company”) 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 Company and with the approval of the Audit Committee of the Company’s Board of Directors, ParenteBeard was engaged as its independent registered public accounting firm.
 
Prior to engaging ParenteBeard, the Company did not consult with ParenteBeard regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by ParenteBeard on the Company’s consolidated financial statements, and ParenteBeard did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.
 
Beard was appointed as the Company’s independent registered public accounting firm on February 25, 2009 for the Company’s fiscal year ending December 31, 2009.  Beard was not engaged to perform audits of the Company’s consolidated financial statements for the fiscal years ended December 31, 2008 or 2007.
 
During the interim period from January 1, 2009 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 Company 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 Company with a letter addressed to the Securities and Exchange Commission 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 1, 2009, is filed as Exhibit 16.1 (which is incorporated by reference herein) to this Current Report on Form 8-K.


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements and Exhibits
None.

(b) Pro Forma Financial Information
None.

(c) Shell Company Transactions
None.

(d) Exhibits
 
 
 Exhibit Number  Description
 16.1    Letter dated October 1, 2009 from Beard Miller Company LLP
 
 
 
 
 
 
 

 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.


MID PENN BANCORP, INC.
     
   
     
Date:  October 6, 2009
By:  
/s/ Rory G. Ritrievi
 
 
 
Title:  President and Chief Executive Officer