FIRST STERLING BANKS INC
8-K, 2000-06-01
COMMERCIAL BANKS, NEC
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                       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):  May 24, 2000

                           FIRST STERLING BANKS, INC.
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                Exact name of Registrant as Specified in Charter

      Georgia                           33-78046                 58-2104977
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(State of other jurisdiction    (Commission File Number)       (IRS Employer
of incorporation)                                            Identification No.)


                   676 Chastain Road, Kennesaw, Georgia 30144
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                    (Address of Principal Executive Offices)

Registrant's Telephone Number, including area code:  770-422-2888
                                                   -----------------------------

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ITEM 4. CHANGES IN REGISTRANT'S CERITFYING ACCOUNTANT

        a.        Effective May 25, 2000, First Sterling Banks, Inc. dismissed
                  its prior certifying accountants, Mauldin & Jenkins, LLC and
                  retained as its new certifying accountants, Ernst & Young LLP.
                  Mauldin & Jenkins, LLC report on First Sterling's financial
                  statements during the two most recent fiscal years and all
                  subsequent interim periods preceding the date hereof contained
                  no adverse opinion or a disclaimer of opinions, and was not
                  qualified as to uncertainty, audit scope of accounting
                  principles. The decision to change accountants was approved by
                  First Sterling's Board of Directors.

                  During the last two fiscal years and the subsequent interim
                  period to the date hereof, there were no disagreements between
                  First Sterling and Mauldin & Jenkins, LLC on any matters of
                  accounting principles or practices, financial statement
                  disclosure, or auditing scope or procedure, which
                  disagreements, if not resolved to the satisfaction of Mauldin
                  & Jenkins, LLC would have caused it to make a reference to the
                  subject matter of the disagreements in connection with its
                  reports.

                  None of the "reportable events" described in Item 304(a)(1)(v)
                  occurred with respect to First Sterling within the last two
                  fiscal years and the subsequent interim period to the date
                  hereof.

        b.        Effective May 25, 2000, First Sterling engaged Ernst & Young
                  LLP as its principal accountants. During the last two fiscal
                  years and the subsequent interim period to the date hereof,
                  First Sterling did not consult Ernst & Young regarding any of
                  the matters or events set forth in Item 304(a)(2)(i) and (ii)
                  of Regulation S-K.
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                  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:  May 25, 2000

                                        FIRST STERLING BANKS, INC.

                                        /s/ EDWARD C. MILLIGAN
                                        ----------------------------------------
                                        Edward C. Milligan
                                        President & Chief Executive Officer


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