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)
|
April
17, 2008
|
| 1ST
CONSTITUTION BANCORP |
| (Exact Name of
Registrant as Specified in Charter) |
|
New
Jersey
|
000-32891
|
22-3665653
|
|
(State
or Other Jurisdiction of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
Number)
|
|
2650
Route 130 P.O. Box 634, Cranbury, New Jersey
|
08512
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
(609)
655-4500
|
|
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR
240.13e-4(c))
Item
4.01. Changes in Registrant’s Certifying Accountant
Dismissal
of Independent Registered Public Accounting Firm
On April
17, 2008, the Audit Committee of the Board of Directors (the “Audit Committee”)
of 1st
Constitution Bancorp (the “Company”) determined to dismiss Grant Thornton LLP
(“Grant Thornton”) as the Company’s independent registered public accounting
firm. Grant Thornton was advised of such determination on April 21,
2008.
The audit
reports of Grant Thornton on the Company’s consolidated financial statements as
of and for the years ended December 31, 2007 and 2006 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 years ended December 31, 2007 and 2006 and through April 21, 2008, there
were (1) no disagreements with Grant Thornton on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, that if not resolved to the satisfaction of Grant Thornton, would
have caused them to make reference to such disagreements in its report on the
Company’s financial statements for such periods, and (2) no reportable events
(as defined in Item 304(a)(1)(v) of Regulation S-K), except that in 2007, the
Audit Committee discussed with Grant Thornton the existence of a material
weakness in the Company’s internal control over financial reporting, as more
fully described in Item 9A of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2007, as filed with the Securities and Exchange
Commission on April 15, 2008.
The
Company has provided Grant Thornton with a copy of this Current Report on Form
8-K and requested that Grant Thornton furnish it with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
made by the Company herein and, if not, stating the respects in which it does
not agree. The letter from Grant Thornton to the Securities and Exchange
Commission dated April 23, 2008 is attached as Exhibit 16.1 hereto.
Appointment
of New Independent Registered Public Accounting Firm
The Audit
Committee appointed Beard Miller Company LLP (“Beard Miller”) to serve as the
Company’s independent registered public accounting firm effective April 22,
2008. During the two most recent fiscal years and through April 22, 2008, the
Company did not consult with Beard Miller regarding (i) the application of
accounting principles to any specific completed or proposed transaction, or the
type of audit opinion that might be rendered on the Company’s financial
statements, nor did Beard Miller provide written or oral advice to the Company
that Beard Miller concluded was an important factor considered by the Company in
reaching a decision as to accounting, auditing or financial reporting issue; or
(ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a
reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). The
appointment of Beard Miller will be presented to the Company’s shareholders for
ratification at the Company’s 2008 Annual Meeting of Shareholders to be held on
May 22, 2008.
Item
9.01. Financial Statements and Exhibits.
|
(d)
|
Exhibits.
|
|
| |
|
|
| |
16.1
|
Letter
from Grant Thornton LLP to the Securities and Exchange Commission dated
April 23, 2008.
|
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
CONSTITUTION BANCORP |
|
| |
|
|
|
| |
|
|
|
|
Date:
April 23, 2008
|
By:
|
/s/ JOSEPH M.
REARDON |
|
| |
|
Name: Joseph
M. Reardon |
|
| |
|
Title:
Senior Vice President and Treasurer |
|
| |
|
|
|
EXHIBIT
INDEX
|
Exhibit
No.
|
Title
|
| |
|
|
16.1
|
Letter
from Grant Thornton LLP to the Securities and Exchange Commission dated
April 23, 2008.
|