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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): April 30, 2007
PVF Capital Corp.
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(Exact Name of Registrant as Specified in Charter)
Ohio 0-24948 34-1659805
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(State or Other Jurisdiction Commission File Number (I.R.S. Employer
of Incorporation) Identification No.)
30000 Aurora Road, Solon, Ohio 44139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (440) 248-7171
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Not Applicable
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(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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS
On April 30, 2007, PVF Capital Corp. (the "Company"), the holding company
for Park View Federal Savings Bank (the "Bank"), and the Bank entered into
amendments (the "Amendments") to its severance agreements with each of John R.
Male, the Chairman of the Board and Chief Executive Officer of the Company and
the Bank, C. Keith Swaney, the President and Chief Operating Officer of the
Company and the Bank, the Treasurer of the Company and the Chief Financial
Officer of the Bank, and Jeffrey N. Male, the Vice President and Secretary of
the Company and the Executive Vice President of the Bank (each, an "Executive,"
and, collectively, the "Executives"). The Amendment increased the payment to be
made to each Executive in the event of the Executive's involuntary termination
of employment, or voluntary termination for "good reason," within one year
following a "change in control" of the Bank or the Company other than for
"cause," as such terms are defined in the severance agreements, from a sum equal
to two times the Executive's annual compensation to a sum equal to three times
the Executive's annual compensation. In addition, each Amendment provides that
in the event the Executive receives payments under the severance agreement that
are subject to the excise tax imposed under the Internal Revenue Code of 1986,
as amended, the Company will pay to the Executive an additional amount
sufficient that the net amount retained by the Executive shall be equivalent to
the amount he would have received prior to imposition of the excise tax.
Pursuant to Securities and Exchange Commission regulations, the Amendments will
be filed as exhibits to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2007.
ITEM 8.01 OTHER EVENTS
On April 30, 2007, John R. Male, Chairman of the Board of Directors of the
Company, sent a letter to Mr. Umberto P. Fedeli, the owner of 6.0% of the
Company's outstanding common stock, relating to Mr. Fedeli's request that the
Board of Directors of the Company approve any purchase of Company shares by Mr.
Fedeli which would result in his becoming an "interested shareholder" as defined
in Chapter 1704 of the Ohio Revised Code. For further information, see Mr.
Male's letter dated April 30, 2007, which is incorporated herein by reference
and filed herewith as Exhibit 99.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following exhibit is filed herewith:
Exhibit 99 Letter to Umberto P. Fedeli from John R. Male
dated April 30, 2007
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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.
PVF CAPITAL CORP.
By: /s/ Jeffrey N. Male
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Jeffrey N. Male
Vice President and Secretary
(Duly Authorized Representative)
Dated: April 30, 2007