Delaware | 1-13007 | 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) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
(1) | Article IV, Section 1 of the Company's Certificate of Incorporation was amended to effect, as of 11:59 p.m., Eastern time, a reverse stock split pursuant to which each 15 shares of the Company's common stock then issued and outstanding was automatically reclassified as and changed into one share of common stock, without any change to par value. The Company will make a cash payment equal to $7.50 per post-split share of common stock in lieu of issuing fractional shares of post-split common stock. |
(2) | Article V, Section 2 of the Company's Certificate of Incorporation, which previously provided that no Person (other than the Company, any Subsidiary, and certain pension, profit-sharing, stock bonus or compensation plans) was permitted to directly or indirectly acquire or hold the beneficial ownership of more than ten percent (10%) of the Company's issued and outstanding voting stock, was amended to permit the United States Department of the Treasury to own more than ten percent (10%) of the Company's issued and outstanding voting stock. Article V, Section 2, which also provided that any person so prohibited who directly or indirectly acquires or holds the beneficial ownership of more than ten percent (10%) of the issued and outstanding voting stock would be entitled to only one hundredth (1/100) of a vote per share for each share in excess of 10% and would be subject to certain information requirements at the discretion of the Company's board of directors, was further amended to provide that the United States Department of the Treasury would not be subject to the voting limitation or the other information requirements. |
3.1 | Certificate of Amendment to the Certificate of Incorporation of Carver Bancorp, Inc. |
CARVER BANCORP, INC. | ||
DATE: October 31, 2011 | By: | /s/ Mark A. Ricca |
Mark A. Ricca | ||
Executive Vice President, Chief Financial Officer and Chief Administrative Officer |
1. | The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on May 9, 1996. A Certificate of Designation was filed on each of January 11, 2000, January 14, 2009, August 24, 2010 and June 29, 2011. A Certificate of Change of Registered Agent was filed March 27, 2009. |
2. | The Certificate of Incorporation of the Corporation is hereby amended by deleting therefrom Article IV, Section 1 in its entirety, and substituting in lieu thereof the following: |
3. | The Certificate of Incorporation of the Corporation is hereby amended by deleting therefrom Article V, Section 2 in its entirety, and substituting in lieu thereof the following: |
4. | The above amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. |