Toggle SGML Header (+)


Section 1: 8-K (FORM 8-K)

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):  March 29, 2018

SENECA FINANCIAL CORP.
(Exact Name of Registrant as Specified in Charter)
 

Federal
000-55853
82-3128044
(State or Other Jurisdiction)
(Commission File No.)
(I.R.S. Employer
of Incorporation)
 
Identification No.)
 
35 Oswego Street, Baldwinsville, New York
13027
(Address of Principal Executive Offices)
(Zip Code)

 

Registrant's telephone number, including area code:    (315) 638-0233

Not Applicable
(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 (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))
 
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 [X]
 
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. [  ]

Item 4.01 Change in Registrant's Certifying Accountant.

(a)    Dismissal of Independent Registered Public Accounting Firm.

On March 29, 2018, Seneca Financial Corp. (the "Company") dismissed Baker Tilly Virchow Krause LLP ("Baker Tilly") as the Company's independent registered public accounting firm. The decision to change the Company's independent registered public accounting firm was the result of a request for proposal process in which the Audit Committee of the Company's Board of Directors conducted a comprehensive, competitive process to select the independent registered public accounting firm, and which action was ratified by the Board of Directors.

The audit reports of Baker Tilly on the consolidated financial statements of the Company as of and for each of the two most recent fiscal years ended December 31, 2017 and December 31, 2016 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 Company's two most recent fiscal years ended December 31, 2017 and December 31, 2016  and during the subsequent interim period from January 1, 2018 through March 29, 2018, (i) there were no disagreements with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Baker Tilly's satisfaction, would have caused Baker Tilly to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no "reportable events" as defined in Item 304(a)(1)(v) of  Regulation S-K.

The Company provided Baker Tilly with a copy of the disclosures in this Current Report on Form 8-K prior to filing with the Securities and Exchange Commission (the "SEC"). The Company has requested that Baker Tilly issue a letter stating whether or not it agrees with the statements made above. A copy of Baker Tilly's letter dated April 4, 2018 to the SEC is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b)    Engagement of New Independent Registered Public Accounting Firm.

On March 29, 2018, the Audit Committee engaged Bonadio & Co., LLP ("Bonadio") as the Company's independent registered public accounting firm for the year ending December 31, 2018.

During the two most recent fiscal years ended December 31, 2017 and December 31, 2016 and during the subsequent interim period from January 1, 2018 through March 29, 2018, neither the Company nor anyone on its behalf consulted Bonadio regarding either (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 Company's financial statements, and neither a written report nor oral advice was provided to the Company that Bonadio concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a "disagreementor a "reportable event", each as defined in Regulation S-K Item 304(a)(1)(v), respectively.

Item 9.01
Financial Statements and Exhibits
   
(d) Exhibit Index
 
   
Exhibit No.
Description
16.1







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.




 
SENECA FINANCIAL CORP.
   
   
   
DATE: April 4, 2018
By:         /s/ Vincent J. Fazio
 
Vincent J. Fazio
 
Executive Vice President and Chief Financial Officer
   


 












(Back To Top)

Section 2: EX-16.1 (LETTER BAKER TILLY APRIL 4, 2018)

[Letterhead of Baker Tilly Virchow Krause, LLP]


April 4, 2018

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We have read the statements made by Seneca Financial Corp (copy attached), for the event that occurred on March 29, 2018 which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Seneca Financial Corp. dated April 4, 2018.  We agree with the statements concerning our Firm in such Form 8-K.

Sincerely,

/s/ Baker Tilly Virchow Krause, LLP

(Back To Top)