-----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, GlJd0D7THL2fNh/HfyIj82SRITEPxomwiA6xcvtjcQBsl3XYr2MmYYQ4V9pBYl+Z 5SdrpWqdvVmnh5u7NE0KmQ== 0000909654-09-000879.txt : 20091005 0000909654-09-000879.hdr.sgml : 20091005 20091005171014 ACCESSION NUMBER: 0000909654-09-000879 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091001 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091005 DATE AS OF CHANGE: 20091005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PVF CAPITAL CORP CENTRAL INDEX KEY: 0000928592 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 341659805 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24948 FILM NUMBER: 091106284 BUSINESS ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 BUSINESS PHONE: 4402487171 MAIL ADDRESS: STREET 1: 30000 AURORA ROAD CITY: SOLON STATE: OH ZIP: 44139 8-K 1 pvf8koct1-09.txt 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 1, 2009 PVF Capital Corp. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Ohio 0-24948 34-1659805 - ---------------------------- ---------------------- ------------------- (State or Other Jurisdiction Commission File Number (I.R.S. Employer of Incorporation) Identification No.) 30000 Aurora Road, Solon, Ohio 44139 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (440) 248-7171 -------------- 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: [ ] 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) 2 ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; ------------------------------------------------------------------ APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN -------------------------------------------------------------------- OFFICERS -------- (d) On October 1, 2009, Robert J. King, Jr., President and Chief Executive Officer of PVF Capital Corp. (the "Company") and the Company's wholly owned subsidiary, Park View Federal Savings Bank (the "Bank") was appointed as a director of the Company and the Bank. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL ------------------------------------------------------------------- YEAR ---- (a) On October 1, 2009, the Company's Board of Directors approved an amendment to Section 2 of Article I of the Company's Bylaws to increase the membership of the Board of Directors from ten members to 11 members. For more information, reference is made to the text of the amendment, a copy of which is attached as Exhibit 3.2 and incorporated herein by reference. ITEM 8.01 OTHER EVENTS ------------ On October 1, 2009, the Company issued an announcement required by Nasdaq Marketplace Rule 5250(b)(2), which requires disclosure of the receipt of an audit opinion containing a going concern qualification. As previously noted in the Company's Annual Report on Form 10-K for the year ended June 30, 2009 (the "Form 10-K"), the Company's audited financial statements included in the Form 10-K contained a going concern qualification from the Company's independent registered public accounting firm. This announcement does not represent any change or amendment to the Company's financial statements or to the Form 10-K. For more information, see the Company's press release, dated October 1, 2009, a copy of which is attached as Exhibit 99.1 to this report and incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) The following exhibits are filed herewith: Exhibit 3.2 Amendment to Bylaws of PVF Capital Corp. Exhibit 99.1 Press release dated October 1, 2009 4 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. PVF CAPITAL CORP. Dated: October 5, 2009 By: /s/ Jeffrey N. Male ------------------------------------ Jeffrey N. Male Vice President EX-3.2 2 pvf8kexh3-2.txt 1 EXHIBIT 3.2 AMENDMENT TO THE BYLAWS OF PVF CAPITAL CORP. Section 2 of Article I of PVF Capital Corp.'s Bylaws is amended to read in its entirety as follows: SECTION 2. Number and Term. The board of directors shall consist of 11 members, and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually. EX-99.1 3 pvf8koct1-09release.txt 1 [PVF CAPTIAL CORP. LOGO] PVF CAPITAL CORP. 30000 Aurora Road Solon, OH 44139 INFORMATION FOR FURTHER INFORMATION CALL Robert J. King, Jr. FOR IMMEDIATE RELEASE 440.248.7171 robert.king@pvfsb.com --------------------- PVF CAPITAL CORP. COMMENTS ON ACCOUNTANTS' REPORT SOLON, OH - OCTOBER 1, 2009 - As previously noted in the Annual Report on Form 10-K of PVF Capital Corp. (Nasdaq: PVFC) filed on September 28, 2009, the Company's audited financial statements included in the Form 10-K contained a going concern qualification from the Company's independent registered public accounting firm. This announcement is required by Nasdaq Marketplace Rule 5250(b)(2), which requires disclosure of receipt of an audit opinion containing a going concern qualification. This announcement does not represent any change or amendment to the Company's financial statements or to its Form 10-K for the fiscal year ended June 30, 2009. PVF Capital Corp. is the holding company for Park View Federal Savings Bank, headquartered in Solon, Ohio, serving the Greater Cleveland area with 17 full-service branch offices. Additional information on the company may be found at www.myparkview.com. ------------------ This press release contains statements that are forward-looking, as that term is defined by the Private Securities Litigation Act of 1995 or the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectation regarding important risk factors including, but not limited to, real estate values, the impact of interest rates on financing, the receipt of stockholder approval of the exchange and the risk factors set forth in Item 1A of the Company's Annual Report on Form 10-K for the year ended June 30, 2009. Accordingly, actual results may differ from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that results expressed therein will be achieved. PVF Capital Corp.'s common stock trades on the NASDAQ Capital Market under the symbol PVFC. -----END PRIVACY-ENHANCED MESSAGE-----