-----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, MvUyBhNOQM4rzJHh9HAgqUPYhKEZbVz9U6W8U6VSCSRehKJZxfZwPlccW4MbrTcG OKhAgxNi62wk4X9XFfbEFA== 0001032210-98-000063.txt : 19980206 0001032210-98-000063.hdr.sgml : 19980206 ACCESSION NUMBER: 0001032210-98-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980206 ITEM INFORMATION: FILED AS OF DATE: 19980205 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARVER CORP CENTRAL INDEX KEY: 0000766177 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD AUDIO & VIDEO EQUIPMENT [3651] IRS NUMBER: 911043157 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14482 FILM NUMBER: 98522749 BUSINESS ADDRESS: STREET 1: 20121 48TH AVE W STREET 2: P O BOX 1237 CITY: LYNNWOOD STATE: WA ZIP: 98036 BUSINESS PHONE: 2067751202 MAIL ADDRESS: STREET 1: 20121 48TH AVE CITY: LYNNWOOD STATE: WA ZIP: 98036 8-K 1 FORM 8-K 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): February 6, 1998 ---------------- CARVER CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Washington 0-14482 91-1043157 - --------------------------------- ------------ ------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation or organization) File Number) Identification No.) 15300 Woodinville-Redmond Road, N.E., Suite A, Woodinville, WA 98072 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (425) 482-3400 ---------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Page 1 of 5 Exhibit Index Appears on Page 4 1 ITEM 5. OTHER EVENTS. Carver Corporation announced the resignations of Mr. Thomas C. Graham and Mr. John F. Vynne as directors of the Company effective January 21, 1998 so each can devote more time to their respective business. The Company also announced the resignation of Mr. Stephen M. Williams as a director of the Company effective January 27, 1998. Mr. Williams is pursuing other business opportunities which precludes his continued service as a director of the Company. The Company also announced that it has been notified by the Nasdaq Stock Market that the Company's common stock will be delisted at the opening of business on March 27, 1998. Nasdaq's delisting notification is based on its review of the price data covering the ten consecutive trade dates prior to December 22, 1997 and determination that the Company's common stock has failed to maintain a closing bid price greater than or equal to $1.00. For continued listing on the Nasdaq National Market, the common stock must maintain a minimum bid price of $1.00 or, as an alternative if the bid price is less than $1.00, maintain net tangible assets of $4,000,000 and a market value of the public float of at least $3,000,000. Based upon the shares outstanding of its Common Stock, the market value of the Company's public float on January 27, 1998 was less than $3,000,000. Following delisiting, the Company expects its common stock to trade in the over-the-counter market on the electronic bulletin board of the National Association of Securities Dealers, Inc. The text of the foregoing was incorporated into a press release which was released over Business Wire on January 28, 1998, a copy is attached. 2 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 CORPORATION By: /s/ Debra L. Griffith ------------------------------ Name: Debra L. Griffith Title: Chief Financial Officer DATE: February 6, 1998 3 EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE NO. ------- ----------- -------- Exhibit 10.50 Press Release dated January 28, 1998
4 EX-10.50 2 PRESS RELEASE DATED JANUARY 28, 1998 EXHIBIT 10.50 NEWS RELEASE COMPANY CONTACT: John P. World, Executive V. President Carver Corporation (425) 482-3400 FOR IMMEDIATE RELEASE CARVER CORPORATION ANNOUNCES THE RESIGNATION OF THREE DIRECTORS WOODINVILLE, WASHINGTON, JANUARY 28, 1998--CARVER CORPORATION (NASDAQ:CAVR) today announced the resignations of Mr. Thomas C. Graham and Mr. John F. Vynne as directors of the Company effective January 21, 1998 so each can devote more time to their respective business. The Company also announced the resignation of Mr. Stephen M. Williams as a director of the Company effective January 27, 1998. Mr. Williams is pursuing other business opportunities which precludes his continued service as a director of the Company. The Company also announced that it has been notified by the Nasdaq Stock Market that the Company's common stock will be delisted at the opening of business on March 27, 1998. Nasdaq's delisting notification is based on its review of the price data covering the ten consecutive trade dates prior to December 22, 1997 and determination that the Company's common stock has failed to maintain a closing bid price greater than or equal to $1.00. For continued listing on the Nasdaq National Market, the common stock must maintain a minimum bid price of $1.00 or, as an alternative if the bid price is less than $1.00, maintain net tangible assets of $4,000,000 and a market value of the public float of at least $3,000,000. Based upon the shares outstanding of its Common Stock, the market value of the Company's public float on January 27, 1998 was less than $3,000,000. Following delisiting, the Company expects its common stock to trade in the over-the-counter market on the electronic bulletin board of the National Association of Securities Dealers, Inc. For almost 20 years, Carver Corporation has been one of the most recognized brands in consumer audio. The company designs, develops, manufactures and markets hi-fidelity audio and home theater products to the mid- to high-end audio entertainment systems market. The company's audio products are carried in a broad range of audio outlets nationwide, including Circuit City stores. SEE WWW.CARVER.COM. -----END PRIVACY-ENHANCED MESSAGE-----