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):
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August
28, 2008
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Ameris
Bancorp
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(Exact
Name of Registrant as Specified in Charter)
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Georgia
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No.
001-13901
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No.58-1456434
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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24
2nd Avenue,
S.E.,
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Moultrie,
Georgia 31768
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(Address
of Principal Executive Offices)
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Registrant’s
telephone number, including area code:
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(229)
890-1111
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(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))
Item
4.01 Changes in Registrant’s
Certifying Accountant.
(a) Previous
Independent Accountants.
Mauldin
& Jenkins, Certified Public Accountants, LLC (“Mauldin & Jenkins”) was
previously the principal accountants for Ameris Bancorp (the “Company”). On
August 28, 2008, the Company dismissed Mauldin & Jenkins as its principal
accountants. The Company’s Audit Committee and Board of Directors participated
in and approved the decision to change independent accountants.
Mauldin
& Jenkins’ audit reports on the consolidated financial statements of the
Company and its subsidiaries as of and for the fiscal years ended December 31,
2007 and 2006 (collectively, the “Financial Statements”) did not contain any
adverse opinion or disclaimer of opinion nor were they qualified or modified as
to uncertainty, audit scope or accounting principles.
In
connection with Mauldin & Jenkins’ audits for the two fiscal years ended
December 31, 2007 and 2006 and the subsequent interim period through August 28,
2008, there have been no disagreements with Mauldin & Jenkins on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Mauldin & Jenkins, would have caused it to make reference to
the subject matter of the disagreements in connection with its audit reports on
the Financial Statements. Additionally, during the two most recent fiscal years
and through August 28, 2008, there have been no reportable events, as such term
is defined in Item 304(a)(1)(v) of Registration S-K.
The
Company requested that Mauldin & Jenkins furnish to the Company a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter, dated September 3,
2008, is filed as Exhibit 16.1 to this Report.
(b) New
Independent Accountants.
On August
28, 2008, the Company engaged Porter Keadle Moore, LLP (“Porter Keadle”) as the
Company’s new independent accountants to audit the Company’s consolidated
financial statements for the fiscal year ending December 31, 2008. The Audit
Committee of the Company’s Board of Directors approved the Company’s engagement
of Porter Keadle.
During
the two most recent fiscal years and through August 28, 2008, the Company has
not consulted with Porter Keadle 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 Porter Keadle concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) any matter that was the subject of either a
disagreement (as defined in Item 304 (a)(1)(iv) of Regulation S-K or the related
instructions thereto) or a reportable event (as defined in Item 304 (a)(1)(v) of
Regulation S-K).
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
16.1
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Letter
from Mauldin & Jenkins, Certified Public Accountants, LLC dated
September 3, 2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERIS
BANCORP
By: /s/ Edwin W. Hortman,
Jr.
Edwin W.
Hortman, Jr.,
President
and Chief Executive Officer
Dated: September
3, 2008