UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 25, 2005
EMCLAIRE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania 000-18464 25-1606091
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
612 Main Street, Emlenton, PA 16373
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (724) 867-2311
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))
Item 4.01. Change in Registrant's Certifying Accountant
a. On January 19, 2005, Emclaire Financial Corp.'s (the Corporation) Board of
Directors determined to dismiss its independent auditors, Crowe Chizek and
Company LLC (Crowe Chizek) with Beard Miller Company LLP (Beard Miller) to
be effective upon filing of the 2004 Form 10-K. Crowe Chizek will complete
its engagement as independent auditor for the Corporation's fiscal year
ended December 31, 2004 upon the filing of the Corporation's Form 10-K for
the year ended December 31, 2004. Crowe Chizek'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 Crowe Chizek 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 Crowe Chizek, 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 Crowe Chizek to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. On January 28, 2005, the Corporation
received such letter from Crowe Chizek. A copy is included as Exhibit 16.1.
b. Effective January 19, 2005, the Corporation engaged Beard Miller as its
independent auditors for the fiscal year ending December 31, 2005. During
the last two fiscal years and the subsequent interim period to the date
hereof, the Corporation did not consult Beard Miller 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
Exhibit Number Description
16.1 Letter of Crowe Chizek and Company LLC re: Change in Certified
Public Accountants.
SIGNATURE
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.
EMCLAIRE FINANCIAL CORP.
Date: February 1, 2005 BY: /s/ Shelly L. Rhoades
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Name: Shelly L. Rhoades
Title: Principal Financial Officer
Treasurer