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): January 10, 2006
HIGHLANDS BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
West Virginia 0-16761 55-0650793
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. Box 929
Petersburg, West Virginia 26847
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (304) 257-4111
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))
2
Item 4.01 Changes in Registrant's Certifying Accountant
Highlands Bankshares, Inc.'s ("Highlands") independent auditing firm, S.B.
Hoover & Company, LLP ("Hoover"), has indicated that it will decline to stand
for reappointment after the completion of the audit of Highlands' financial
statements for the year ended December 31, 2005. Hoover has declined to stand
for re-election because it plans, once all 2005 engagements are completed, to
cease being a registered independent public accounting firm pursuant to rules
adopted by the Public Company Accounting Oversight Board ("PCAOB").
Accordingly, Highlands will not reappoint Hoover and will select other
independent accountants to audit Highlands' financial status for the fiscal year
ended December 31, 2006. This action was recommended and approved by the Audit
Committee of Highlands' Board of Directors, and the Audit Committee of Highlands
Board of Directors is currently reviewing proposals by multiple PCAOB registered
public accounting firms and will select for appointment, as Highlands'
independent auditor for the fiscal year ended December 31, 2006, one of these
firms.
During Highlands' two fiscal years ended December 31, 2004 and during the
subsequent period through January 10, 2006, there was no disagreement between
Highlands and Hoover on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which, if not
resolved to Hoover's satisfaction, would have caused them to make reference to
the subject matter of the disagreement in connection with its reports on
Highlands' consolidated financial statements. The audit reports of Hoover on the
consolidated financial statements of Highlands as of and for the two fiscal
years ended December 31, 2004 did not contain any adverse opinion or disclaimer
of opinion, nor were these opinions qualified or modified as to uncertainty,
audit scope or accounting principles.
Highlands has provided Hoover with a copy of these disclosures. Attached
as Exhibit 16 is a copy of Hoover's letter, dated January 10, 2006, stating its
agreement with the statements above.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 16 Letter from S.B. Hoover & Company, LLP to the
Securities and Exchange Commission dated January 10,
2006.
HIGHLANDS BANKSHARES, INC.
(Registrant)
/s/ R. ALAN MILLER
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R. Alan Miller
Finance Officer
January 12, 2006