-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DYujsOUU+DRaTZ0GSLdKnK7jeK57n2acnZ/uQdFJt56iwAQSwOPqP6ObqZ/V+EdH PArCErbvIYUvIZUbt8V/rg== 0000893220-05-000520.txt : 20050310 0000893220-05-000520.hdr.sgml : 20050310 20050310172354 ACCESSION NUMBER: 0000893220-05-000520 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050305 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20050310 DATE AS OF CHANGE: 20050310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRM CORP CENTRAL INDEX KEY: 0000749254 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 930809419 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19657 FILM NUMBER: 05673254 BUSINESS ADDRESS: STREET 1: 5208 N E 122ND AVENUE CITY: PORTLAND STATE: OR ZIP: 97230-1074 BUSINESS PHONE: 5032578766 FORMER COMPANY: FORMER CONFORMED NAME: TRM COPY CENTERS CORP DATE OF NAME CHANGE: 19940411 FORMER COMPANY: FORMER CONFORMED NAME: ALL COPY CORP DATE OF NAME CHANGE: 19911216 8-K 1 w06674e8vk.htm TRM CORPORATION e8vk
 

 
 

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): March 5, 2005

TRM CORPORATION

(Exact Name of Registrant as Specified in Charter)
         
Oregon   0-19657   93-0809419
 
(State or Other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
5208 N.E. 122nd Avenue
Portland, Oregon 		   
97230
 
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (503) 257-8766

Not Applicable

(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):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

     As used in this report, “we”, “us”, or “our” refer to TRM Corporation (NASDAQ:TRMM), an Oregon corporation.

     On March 5, 2005, conditions in our Amended Restated Articles of Incorporation causing the automatic conversion of our Series A preferred stock to common stock were satisfied. As a result, as of that date, each share of our Series A preferred stock was converted into 0.7499997 of a share of our common stock, leaving no Series A preferred stock remaining issued and outstanding. The conversion resulted in the issuance of an aggregate of 725,497 shares of our common stock. The issuance was not registered under the Securities Act of 1933, as amended, or the 1933 Act. As required by our Amended Restated Articles, we will pay the former holders of our Series A preferred stock dividends accrued through the conversion date, an aggregate of approximately $145,101, upon their presentation of the certificates representing their preferred shares to us for exchange. The conversion was exempt from the registration requirements of the 1933 Act, as amended, by reason of Section 3(a)(9) and/or Section 4(2) thereunder.

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.

         
    TRM Corporation
Registrant
 
        
Dated: 10 March 2005
  By:      /s/ Daniel E. O’Brien
     
  Name:
Title: 		   Daniel E. O’Brien
   Chief Financial Officer

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