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): January 4, 2005
PROVIDENT BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-25233 80-0091851
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
400 Rella Boulevard, Montebello, New York 10901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (845) 369-8040
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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 (see General Instruction A.2. below):
[ ] 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 Standard; Transfer of Listing.
On January 4, 2005, Provident Bancorp, Inc. (the "Company") notified
the Nasdaq Stock Market that the Company has become aware of the Company's
material non-compliance with the requirements of Nasdaq Rule 4350. The
non-compliance related to a member of the Company's Nominating and Executive
Compensation Committees failing to meet the criteria for independence set forth
in Nasdaq Rule 4200(a)(15).
The director has resigned from the Company's Nominating and Executive
Compensation Committees, and certain actions taken by these committees or by the
board of directors have been ratified by the remaining members of these
committees, each of whom is an independent director, or by the independent
members of the whole board. As a result, the Company is in compliance with
Nasdaq's corporate governance requirements.
A copy of the notice of non-compliance submitted to the Nasdaq is
attached as Exhibit 99 to this report.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
Exhibit No. Description
99 Notice of Non-Compliance
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.
PROVIDENT BANCORP, INC.
DATE: January 7, 2005 By: /s/ Paul A. Maisch
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Paul A. Maisch
Senior Vice President and Chief Financial
Officer
EXHIBIT INDEX
The following exhibits are filed as part of this report:
Exhibit No. Description
99 Notice of Non-Compliance