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

 

 

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 25, 2020

 

PROVIDENT BANCORP, INC.

(Exact Name of Registrant as Specified in Charter)

 

Maryland 001-39090 84-4132422
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation)   Identification No.)

 

5 Market Street, Amesbury, Massachusetts 01913
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code:    (978) 834-8555

 

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))

 

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

 

Title of each class   Trading Symbol   Name of each exchange on which registered
Common stock   PVBC   The NASDAQ Stock Market LLC

 

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. x

 

 

 

 

 

Item 4.01Change in Registrant’s Certifying Accountant

 

(a)       Whittlesey PC was previously the principal accountants for Provident Bancorp, Inc. (the “Registrant”). On March 25, 2020, the firm was dismissed as the Registrant’s principal accountants. The decision to dismiss Whittlesey PC was approved by the Audit Committee of the Registrant.

 

During the fiscal years ended December 31, 2019 and 2018 and the subsequent interim period through March 25, 2020, there were no: (1) disagreements with Whittlesey PC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement, or (2) reportable events under Item 304(a)(1)(v) of Regulation S-K.

 

The audit reports of Whittlesey PC on the consolidated financial statements of the Registrant as of and for the fiscal 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.

 

A letter from Whittlesey PC is attached as an Exhibit to this Report on Form 8-K.

 

(b)       On March 25, 2020, the Audit Committee of the Registrant appointed Crowe LLP as the Registrant’s new principal accountants for the fiscal year ending December 31, 2020. The Registrant entered into an engagement letter with Crowe dated March 27, 2020. During the fiscal years ended December 31, 2019 and 2018, and the subsequent interim period prior to the engagement of Crowe LLP, the Registrant did not consult with Crowe LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.

 

Item 9.01.Financial Statements and Exhibits

 

(d)Exhibits:

 

Exhibit No. Description
   
16.1 Letter from Whittlesey PC to the Securities and Exchange Commission dated March 30, 2020

  

 

 

 

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.

 

    PROVIDENT BANCORP, INC.
       
       
DATE: March 30, 2020 By: /s/ David P. Mansfield  
    David P. Mansfield  
    President and Chief Executive Officer

 

 

 

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Section 2: EX-16.1 (EXHIBIT 16.1)

Exhibit 16.1

 

  Headquarters One Hamden Center
280 Trumbull St 2319 Whitney Ave, Suite 2A
24th Floor Hamden, CT 06518
Hartford, CT 06103 Tel: 203.397.2525
Tel: 860.522.3111  
  14 Bobala Road #3
www.WAdvising.com Holyoke, MA 01040
  Tel: 413.536.3970

 

March 30, 2020

 

Securities and Exchange Commission

Washington, D.C. 20549-7561

 

Commissioners:

 

We have read Provident Bancorp, Inc.’s statements included under Item 4.01 of its Form 8-K filed on March 30, 2020 and we agree with such statements concerning our firm.

 

 

Sincerely,

 

 

 

Whittlesey PC

 

 

 

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