UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 26, 2009
NorthWest Indiana Bancorp
(Exact Name of Registrant as Specified in Its Charter)
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| Indiana
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000-26128
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35-1927981 |
| (State or Other Jurisdiction of
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(Commission File
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(IRS Employer Identification |
| Incorporation)
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Number)
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No.) |
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| 9204 Columbia Avenue, Munster, Indiana
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46321 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(219) 836-4400
(Registrant’s Telephone Number, Including Area Code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 4.01 Changes in Registrant’s Certifying Accountant
(a) Previous independent registered public accounting firm
On January 26, 2009, Crowe Horwath LLC (“Crowe”) was notified in a telephone conversation with
management of NorthWest Indiana Bancorp (“Company”) that such firm would not be retained as the
Company’s independent registered public accounting firm for the fiscal year ended December 31,
2009. However, Crowe is engaged to audit the Company’s consolidated financial statements for the
fiscal year ended December 31, 2008.
Crowe’s reports on the Company’s consolidated financial statements for the fiscal years ended
December 31, 2007 and 2006 did not contain any adverse opinion or a disclaimer of opinion, nor were
the reports qualified or modified as to uncertainty, audit scope or accounting principles. During
the Company’s fiscal years ended December 31, 2007 and 2006 and through January 26, 2009, there
were no disagreements with Crowe 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 Crowe, would have caused it to make reference thereto in its reports on the
Company’s financial statements for such years. During the fiscal years ended December 31, 2007 and
2006 and through January 26, 2009, there were no reportable events as described in Item
304(a)(1)(v) of Regulation S-K. The Company has requested that Crowe furnish it with 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 January 27, 2009, is filed as Exhibit 16.1 to this Form
8-K.
(b) Appointment of new independent registered public accounting firm
During
the fourth quarter of 2008, at the direction of the Risk Management Committee of the Board of
Directors, management of the Company conducted a due diligence review of several independent
registered public accounting firms regarding the audit of the
Company’s financial statements
for the year ending December 31, 2009. As a result of this due diligence review,
the Risk Management Committee conducted independent interviews with both Plante & Moran
and Crowe during November 2008. On January 23, 2009, base upon the recommendation
the Risk Management Committee, the Company’s Board of Directors authorized management
to engage Plante & Moran to conduct the audit of the Company’s financial statements for
the 2009 fiscal year, subject to such firm’s completion of its internal approval
processes and acceptance of appointment.
During the Company’s two most recent fiscal years ended December 31, 2006 and 2007, and
through January 26, 2009, neither the Company nor anyone on its behalf has consulted with Plante &
Moran regarding: (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
Plante & Moran 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 either the
subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to Item 304 of Regulation S-K) or a reportable event (as described in Item
304(a)(1)(v) of Regulation S-K).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Compensatory Arrangements of Certain Officers
On January 23, 2009, the Bancorp’s Compensation Committee of the Board of Directors approved
executive officer base compensation for 2009. The individuals listed below will begin to receive
their new base salary on February 1, 2009:
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2009 |
| Inside Directors and Executive Officer |
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Base Salary |
David A. Bochnowski, Director, Chairman and Chief Executive Officer |
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369,624 |
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Joel Gorelick, Director, President and Chief Administrative Officer |
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222,878 |
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Jon E. DeGuilio, Executive Vice President, General Counsel and Secretary |
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150,312 |
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Robert T. Lowry, Senior Vice President and Chief Financial Officer |
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$ |
140,569 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
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| 16.1
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Letter from Crowe Horwath LLC dated January 27, 2009 |
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