8-K 1 w33036e8vk.htm FORM 8-K e8vk
 

 
 
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): April 3, 2007
TRM CORPORATION
(Exact name of registrant as specified in its charter)
         
Oregon   0-19657   93-0809419
         
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. 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
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 April 3, 2007, TRM Corporation (the “Company”) received a NASDAQ Staff Determination notice that, due to the Company’s delayed filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 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 April 12, 2007. 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 March 16, 2007, the Company was initially delayed in filing its Form 10-K because of the complexity of determining the appropriate accounting for the substantial modifications made to the Company’s loan agreements in November 2006 and issues related to the proper financial presentation of the 2006 results of the four business segments accounting for over 45% of its total assets, which the Company sold in January 2007. While the Company has determined the appropriate accounting for the modifications to its loan agreements, the computation of the 2006 financial results of the recently sold business segments is still ongoing. The Company intends to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 as soon as practicable after the preparation of the Company’s financial statements is completed.
     On April 9, 2007, 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 April 9, 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.
         
  TRM CORPORATION
(Registrant)
 
 
  By:   /s/ Daniel E. O’Brien    
Date: April 9, 2007    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 April 9, 2007.

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