form8k_nasdaq71516.htm

0000943374-16-001131.txt : 20160721 0000943374-16-001131.hdr.sgml : 20160721 20160721163840 ACCESSION NUMBER: 0000943374-16-001131 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160715 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160721 DATE AS OF CHANGE: 20160721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARVER BANCORP INC CENTRAL INDEX KEY: 0001016178 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133904174 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13007 FILM NUMBER: 161777675 BUSINESS ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 BUSINESS PHONE: 2128764747 MAIL ADDRESS: STREET 1: 75 W 125TH ST CITY: NEW YORK STATE: NY ZIP: 10027-4512 8-K 1 form8k_nasdaq71516.htm FORM 8-K form8k_nasdaq71516.htm

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): July 15, 2016

CARVER BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-13007		13-3904174
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

75 West 125th Street, New York, NY		10027-4512
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 360-8820

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 15, 2016, Carver Bancorp, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq has determined that the Company is not in compliance with Nasdaq Listing Rule 5350(c)(1) due to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended March 31, 2016 with the Securities and Exchange Commission.

Nasdaq has informed the Company that, in order to continue to be listed on Nasdaq, the Company must submit a plan of compliance (the “Plan”) by September 13, 2016 addressing how it intends to regain compliance with Nasdaq’s listing rules by January 10, 2017. The Company is working diligently to submit the Plan promptly, as well as file the Annual Report on Form 10-K, and regain compliance with Nasdaq’s continued listing standards.

On July 21, 2016, the Company issued a press release discussing the receipt of the letter from Nasdaq. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a)		Financial statements of businesses acquired. Not Applicable.

(b)		Pro forma financial information. Not Applicable.

(c)		Shell company transactions: Not Applicable.

(d)		Exhibits.

		The following Exhibit is attached as part of this report:

Exhibit Number		Description

Exhibit 99.1		Carver Bancorp, Inc. Press Release dated July 21, 2016

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.

		CARVER BANCORP, INC.
DATE: July 21, 2016	By:	/s/ Michael T. Pugh
		Michael T. Pugh
		President and Chief Executive Officer

EX-99.1 2 ex99nasdaq_71516.htm PRESS RELEASE ex99nasdaq_71516.htm

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CARVER BANCORP ANNOUNCES RECEIPT OF NASDAQ LETTER

New York, New York—July 21, 2016—Carver Bancorp, Inc. (the “Company”) (NASDAQ: CARV), the holding company for Carver Federal Savings Bank, today announced that on July 15, 2016, the Company received a letter from the Nasdaq Stock Market stating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it did not timely file its Annual Report on Form 10-K (“Form 10-K”) for the period ended March 31, 2016 with the U.S. Securities and Exchange Commission.

As previously disclosed, the Company was unable to file its Form 10-K on time because the Company will restate its consolidated financial statements for the fiscal year ended March 31, 2015 and each of the quarters of 2015 and 2016, after consultation with KPMG LLP, the Company’s independent registered public accounting firm.

The Nasdaq Stock Market letter states that the Company has until September 15, 2016 to submit a plan to regain compliance with its rules.

The Company is working diligently with its auditors and other external advisers to complete the necessary work required to file its Form 10-K for the period ended March 31, 2016 with the U.S. Securities and Exchange Commission. The Company intends to notify the Nasdaq Stock Market of such filing as soon as it is practicable.

About Carver Bancorp, Inc.

Carver Bancorp, Inc. is the holding company for Carver Federal Savings Bank, a federally chartered stock savings bank. Carver was founded in 1948 to serve African-American communities whose residents, businesses, and institutions had limited access to mainstream financial services. In light of its mission to promote economic development and revitalize underserved communities, Carver has been designated by the U.S. Department of the Treasury as a Community Development Financial Institution. Carver is among the largest African- and Caribbean-American managed banks in the United States, with nine full-service branches in the New York City boroughs of Brooklyn, Manhattan, and Queens. For further information, please visit the Company's website at www.carverbank.com.

Please be sure to connect with us on Facebook, LinkedIn and YouTube!

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Facebook: https://www.facebook.com/CarverFederalSavingsBank/

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LinkedIn: http://bit.ly/1M9Ld17

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YouTube: http://bit.ly/1XwbgjI

Certain statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, risks and uncertainties. More information about these factors, risks and uncertainties is contained in our filings with the Securities and Exchange Commission.

Media Contacts:

Michael Herley/Ruth Pachman

Kekst

(212) 521-4897/4891

michael.herley@kekst.com

ruth.pachman@kekst.com