-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QBGoKM5bFvCfVVYt4QmCAxztQdugDpa4WhmmoLmn/PJhhyJe2Rzzrysr+p7A2g7K tQA4szXezPakE6GUATuIwA== 0000943374-05-000019.txt : 20050107 0000943374-05-000019.hdr.sgml : 20050107 20050107170458 ACCESSION NUMBER: 0000943374-05-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050104 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: 20050107 DATE AS OF CHANGE: 20050107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT BANCORP INC/NY/ CENTRAL INDEX KEY: 0001070154 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 800091851 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25233 FILM NUMBER: 05518885 BUSINESS ADDRESS: STREET 1: 400 RELLA BLVD CITY: MONTEBELLO STATE: NY ZIP: 10901 BUSINESS PHONE: 8453698040 8-K 1 form8k_010705.txt 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 4, 2005 PROVIDENT BANCORP, INC. -------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-25233 80-0091851 - ----------------------------- --------------------- ------------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 400 Rella Boulevard, Montebello, New York 10901 - ----------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (845) 369-8040 -------------- Not Applicable -------------------------- (Former name or former address, if changed since last report) 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 January 4, 2005, Provident Bancorp, Inc. (the "Company") notified the Nasdaq Stock Market that the Company has become aware of the Company's material non-compliance with the requirements of Nasdaq Rule 4350. The non-compliance related to a member of the Company's Nominating and Executive Compensation Committees failing to meet the criteria for independence set forth in Nasdaq Rule 4200(a)(15). The director has resigned from the Company's Nominating and Executive Compensation Committees, and certain actions taken by these committees or by the board of directors have been ratified by the remaining members of these committees, each of whom is an independent director, or by the independent members of the whole board. As a result, the Company is in compliance with Nasdaq's corporate governance requirements. A copy of the notice of non-compliance submitted to the Nasdaq is attached as Exhibit 99 to this report. Item 9.01. Financial Statements and Exhibits. (a) Not Applicable. (b) Not Applicable. (c) Exhibits. Exhibit No. Description 99 Notice of Non-Compliance 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. PROVIDENT BANCORP, INC. DATE: January 7, 2005 By: /s/ Paul A. Maisch ----------------------------------------- Paul A. Maisch Senior Vice President and Chief Financial Officer EXHIBIT INDEX The following exhibits are filed as part of this report: Exhibit No. Description 99 Notice of Non-Compliance EX-99 2 form8k_010705-ex99.txt EXHIBIT 99 NOTIFICATION OF NON-COMPLIANCE [Letterhead of Luse Gorman Pomerenk & Schick, P.C.] (202) 274-2007 nquint@luselaw.com January 4, 2005 VIA FACSIMILE (301) 978-8099 The Nasdaq Stock Market 9513 Key West Avenue Rockville, Maryland 20850 Attention: Marcia Brown-DeMar Re: Provident Bancorp, Inc. (Trading Symbol PBCP) Notice of Non-Compliance Dear Ms. Brown-DeMar: On behalf of Provident Bancorp, Inc. (the "Company"), the shares of common stock of which are listed on the Nasdaq National Market System, we hereby notify you that the Company has become aware of the Company's material non-compliance with the requirements of Nasdaq Rule 4350. The Company recently learned that a member of the Company's Nominating and Executive Compensation Committees failed to meet the criteria for independence set forth in Nasdaq Rule 4200(a)(15). Accordingly, nominations and determinations of executive compensation were not made in accordance with Nasdaq Rules 4350(c)(4) and 4350(c)(3), respectively. The non-compliance related to legal fees paid by the Company's borrowers for services provided to the Company by a law firm owned or controlled by the director's brother-in-law. The director has resigned from each of the Company's Nominating and Executive Compensation Committees, effective December 29, 2004. The remaining members of these committees, all of whom are independent directors, in addition to the independent members of the Company's board of directors, have ratified the actions taken with respect to nominations and executive compensation since the date of the Company's 2004 annual meeting of stockholders (the effective date of Nasdaq Rules 4350(c)(4) and 4350(c)(3)). As a result, the Company is now in compliance with the Nasdaq's corporate governance requirements. Specifically, (i) nominees are selected by a nominations committee comprised solely of independent directors and (ii) compensation decisions with respect to the chief executive officer are recommended to The Nasdaq Stock Market, Inc. January 4, 2005 Page 2 the Board for determination by a compensation committee comprised solely of independent directors, and compensation of all other executive officers is determined by a compensation committee comprised solely of independent directors. Please direct any questions with regard to this notice to the undersigned at (202) 274-2007. Respectfully, \s\ Ned Quint Ned Quint cc: George Strayton, President and Chief Executive Officer John J. Gorman, Esq. -----END PRIVACY-ENHANCED MESSAGE-----