8-K

UNITED STATES 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): November 16, 2006

TRM CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	0-19657	93-0809419
(State or other jurisdiction	Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

5208 N.E. 122^nd Avenue, Portland, Oregon 97230

(Address of principal executive offices) (Zip Code)

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

N/A

(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:

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

     On November 16, 2006, TRM Corporation (the “Company”) received a Nasdaq Staff Determination notice that, due to the Company’s delayed filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, the Company was no longer in compliance with Marketplace Rule 4310(c)(14). As a result, the Company’s common stock is subject to possible delisting from The NASDAQ Global Market at the opening of business on November 28, 2006. In accordance with the procedures of The Nasdaq Stock Market, the Company has requested a hearing before a Nasdaq Listing Qualifications Panel to appeal its possible delisting. The Company’s appeal to the Panel will automatically stay the delisting of its common stock pending the Panel’s review and determination. There can be no assurance that the Panel will grant the Company’s request for continued listing.

     As previously disclosed in the Company’s Form 12b-25 filed with the Securities and Exchange Commission on November 9, 2006, the Company was not able to timely file its Form 10-Q because it had determined that its goodwill and certain other long-lived assets are impaired, and the Company is still in the process of gathering information necessary to its analysis for purposes of determining the amount of that impairment, which the Company expects to be significant.

     On November 22, 2006, the Company issued a related press release announcing its receipt of the Nasdaq Staff Determination notice and its plans to appeal and request a hearing. The full text of the press release is attached as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1   Press release issued by TRM Corporation on November 22, 2006.

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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.

	TRM CORPORATION
	(Registrant)
	By:	/s/ Daniel E. O’Brien
Date: November 22, 2006		Daniel E. O’Brien
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit
Exhibit 99.1	Press release issued by TRM Corporation on November 22, 2006.

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EX-99.1

Exhibit 99.1

For further information, contact:

Ashley M. Ammon
Integrated Corporate Relations for TRM Corporation
Office: (203) 682-8200

TRM CORPORATION REPORTS RECEIPT
OF NONCOMPLIANCE NOTICE FROM NASDAQ

Portland, Oregon: November 22, 2006 — TRM Corporation (NASDAQ: TRMM) announced today that, on November 16, 2006, it received a Nasdaq Staff Determination notice that, due to the Company’s delayed filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, the Company was no longer in compliance with Marketplace Rule 4310(c)(14). As a result, the Company’s common stock is subject to possible delisting from The NASDAQ Global Market at the opening of business on November 28, 2006. In accordance with the procedures of The Nasdaq Stock Market, the Company has requested a hearing before a Nasdaq Listing Qualifications Panel to appeal its possible delisting. The Company’s appeal to the Panel will automatically stay the delisting of its common stock pending the Panel’s review and determination. There can be no assurance that the Panel will grant the Company’s request for continued listing.

As previously disclosed, the Company was not able to timely file its Form 10-Q because it had determined that its goodwill and certain other long-lived assets are impaired, and the Company is still in the process of gathering information necessary to its analysis for purposes of determining the amount of that impairment, which the Company expects to be significant. The Company intends to file its Quarterly Report on Form 10-Q for the period ended September 30, 2006 as soon as practicable after the Company’s analysis is completed.

About TRM

TRM Corporation is a global consumer services company that provides convenience ATM and photocopying services in high-traffic consumer environments. TRM’s ATM and copier customer base is widespread, with retailers throughout the United States and an extensive network of ATM and copier units worldwide. TRM has the second largest non-bank ATM network in the United States and the United Kingdom, as well as ATM locations throughout Canada, Northern Ireland and Germany.

FORWARD-LOOKING STATEMENTS

Statements made in this news release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, such as our ability to complete the analysis of the impairment in a timely manner and our ability to successfully appeal

the Nasdaq Staff’s delisting determination. Finally, there may be other factors not mentioned above or included in our SEC filings that could cause actual results to differ materially from those contained in any forward-looking statement. Undue reliance should not be placed on any forward-looking statement, which reflects management’s analysis only as of the date of the statement. We assume no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by federal securities laws.

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