Current Report Filing (8-k)
August 06 2020 - 4:47PM
Edgar (US Regulatory)
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): August 6, 2020
CARVER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement
On August 6, 2020, Carver Bancorp, Inc. (the “Company”) entered into a Securities Purchase Agreement with the United States Department of
the Treasury (the “Treasury Department”) to repurchase 2,321,286 shares of the common stock of the Company, par value $0.01 per share (“Voting Common Stock”), owned by the Treasury Department, for an aggregate purchase price of $2.5 million. The
stock repurchase provided for in the Securities Purchase Agreement was completed on August 6, 2020.
Upon completion of the repurchase pursuant to the Securities Purchase Agreement, the Treasury Department was no longer a stockholder in the
Company.
As previously disclosed, in connection with the repurchase, Morgan Stanley provided a grant to the Company of $2.5 million to fund the
repurchase transaction.
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Securities Purchase Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements about the Company. Forward-looking statements include
statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future
or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ materially from expected
results include increased competitive pressures, changes in the interest rate environment, general economic conditions or conditions within the securities markets, and legislative and regulatory changes that could adversely affect the business in
which the Company is engaged.
The Company undertakes no obligation to revise these forward-looking statements or to reflect events or circumstances after the date of
this report.
Item 9.01 Financial Statements and Exhibits
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.
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