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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 16, 2000
Annapolis National Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Maryland 0-22961 52-1648903
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(State or other Jurisdiction of (Commission File No.) (I.R.S. Employer Identification
incorporation) No.)
180 Admiral Cochrane Drive Suite 300, 21401
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Annapolis, Maryland (Zip Code)
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(Address of Principal executive offices)
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Registrant's telephone number, including area code: (410) 224-4455
Not Applicable
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(Former name or former address, if changed since last report)
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Item 4. Changes in Control of Registrant's Certifying Accountant.
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(a) Previous independent accountants.
(i) On March 16, 2000 Annapolis National Bancorp, Inc. (the "Registrant")
dismissed Rowles & Company, LLP ("Rowles") as the Registrant's independent
accountants and has engaged Stegman & Company as its independent accountants.
(ii) Rowles' reports on the financial statements of the Registrant for the
past two fiscal years 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.
(iii) The decision to change independent accountants was approved by the
Registrant's Board of Directors and its Audit Committee.
(iv) During the Registrant's fiscal years ending December 31, 1998 and
December 31, 1999 and the subsequent interim period preceding the dismissal,
there were no disagreements with Rowles on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
which, if not resolved to the satisfaction of Rowles, would have caused Rowles
to make reference to the subject matter of the disagreement(s) in connection
with their report.
(v) During the periods listed in item (iv) above, there have been no
"reportable events" (as defined in paragraph (a)(1)(v) of Item 304 of Regulation
S-K).
(vi) The Registrant has provided Rowles with a copy of this disclosure and
requested that Rowles furnish it with a letter addressed to the Securities and
Exchange Commission (the "Commission") stating whether it agrees with the above
statements. (A copy of the Rowles letter addressed to the Commission will be
filed by amendment to this Form 8-K within 10 business days.)
(b) New independent accountants.
(i) On the date of dismissal of Rowles, the Registrant engaged Stegman &
Company as independent accountants for the fiscal year ending December 31, 2000.
(ii) Prior to the appointment of Stegman & Company, the Registrant did not
engage or consult with Stegman & Company regarding any of the matters described
in Item 304(a)(2) of Regulation S-K.
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Item 7. Final Statements, Pro Forma Final Information and Exhibits.
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(c) Exhibits
Exhibit 16. Letter of Rowles & Company. LLP regarding a change in
accountants.
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.
Date: March 23, 2000 Annapolis National Bancorp, Inc.
By: /s/ Margaret Theiss Faison
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Margaret Theiss Faison
Chief Financial Officer and
Treasurer
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Exhibit Index
Exhibit No. Description Sequential Page No.
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(16) Letter regarding change in 5
independent accountant
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Rowles & Company, LLP
Certified Public Accountants
March 20, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Rowles & Company, LLP was previously the principal auditors for Annapolis
National Bancorp, Inc. for the years ended December 31, 1999, 1998 and 1997.
We were advised by telephone on March 16, 2000, that our services as
independent auditors were being terminated.
We have read the Company's Statements included in Form 8-K, dated March 16,
2000 and agree with the statement included in Item 4.
Very truly yours,
/s/ Rowles & Company, LLP
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Rowles & Company, LLP
R&C:sla
101 E. Chesapeake Avenue, Suite 300, Baltimore, Maryland 21286
410-583-6990 FAX 410-583-7061
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