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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
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CARVER CORPORATION
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(Exact name of registrant as specified in its charter)
Washington 0-14482 91-1043157
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(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
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(Address of principal executive offices)
Registrant's telephone number, including area code: (425) 482-3400
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(Former name or former address, if changed since last report.)
Page 1 of 5
Exhibit Index Appears on Page 4
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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.
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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
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Name: Debra L. Griffith
Title: Chief Financial Officer
DATE: February 6, 1998
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE NO.
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Exhibit 10.50 Press Release dated January 28, 1998
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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.
