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): December 18, 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))
ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
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STANDARD; TRANSFER OF LISTING
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(b) On December 18, 2007, PVF Capital Corp. (the "Company") notified
Nasdaq that on January 1, 2008, it will not be in compliance with Nasdaq
Marketplace Rule 4350(l), which requires that on and after January 1, 2008, all
securities listed on Nasdaq (except non-equity securities which are book-entry
only) must be eligible for a Direct Registration Program operated by a clearing
agency registered under Section 17A of the Securities Exchange Act of 1934, as
amended. The Company is unable to cause its securities to be eligible for a
Direct Registration Program by January 1, 2008 because its First Amended and
Restated Code of Regulations ("Code of Regulations") currently provides that
Company securities must be represented by certificates, and the issuance of
uncertificated securities would constitute a violation of the Company's Code of
Regulations. Amendment of the Company's Code of Regulations can be done only by
the Company's stockholders, and the Company intends to submit to its
stockholders at its upcoming annual meeting of stockholders scheduled for
February 2008 a proposal to amend the Code of Regulations to allow the Company
to issue uncertificated securities should the Board of Directors elect to do so.
If this proposal is approved by the necessary vote of stockholders at the
upcoming annual meeting of stockholders, the Company will be able to have its
securities eligible for a Direct Registration Program shortly thereafter and
thereby attain compliance with Nasdaq Marketplace Rule 4350(l).
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 thereunto duly authorized.
PVF CAPITAL CORP.
Date: December 21, 2007 By: /s/ C. Keith Swaney
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C. Keith Swaney
President, Chief Operating Officer and
Treasurer
(Duly Authorized Representative)