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): March 12, 2008

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. 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 March 12, 2008, TRM Corporation (the “Company”) announced that it is applying to transfer the listing of its common stock from the Nasdaq Global Market to the Nasdaq Capital Market. As previously reported, on September 12, 2007, the NASDAQ Stock Market (“NASDAQ”) notified the Company that it was not in compliance with NASDAQ Marketplace Rule 4450(a)(5) (the “Minimum Bid Price Rule”) because the bid price per share of the Company’s common stock closed below $1.00 per share for 30 consecutive business days. In accordance with Marketplace Rule 4450(e)(2), the Company was provided with 180 calendar days to regain compliance with the Minimum Bid Price Rule. The Company was not able to meet the Minimum Bid Price Rule within such time period and therefore no longer meets the continued listing standards for the Nasdaq Global Market. The Company meets all of the continued listing requirements for the Nasdaq Capital Market, except for the Minimum Bid Price Rule with respect to which it has another 180 calendar days to regain compliance if the transfer application is approved. The submission of the transfer application stays the initiation of the delisting proceedings pending NASDAQ staff (the “Staff”) review of the application. If the Staff does not approve the Company’s transfer application, the Staff will provide written notification to the Company that its securities will be delisted. There can be no assurance that the Staff will approve the Company’s transfer application.

     The Company issued a press release regarding the foregoing on March 12, 2008, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated March 12, 2008.

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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
	By:	/s/ Richard B. Stern
		Name:	Richard B. Stern
Date: March 13, 2008		Title:	President & Chief Executive Officer

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EX-99.1

Exhibit 99.1

For further information, contact:

Ashley Ammon MacFarlane/Brian Prenoveau, CFA
ICR, Inc. for TRM Corporation
Office: (203) 682-8200

TRM Corporation to Apply for Transfer to NASDAQ Capital Market

PORTLAND, Oregon, March 12, 2008 — TRM Corporation (NASDAQ: TRMM) announced today that it is applying to transfer its NASDAQ listing from the NASDAQ Global Market to the NASDAQ Capital Market. The Company no longer satisfies the minimum stock price requirement of the NASDAQ Global Market as set forth in Marketplace Rule 4450(a).

By making the application to switch to the NASDAQ Capital Market, the Company will be afforded a 180 day period within which to satisfy the minimum bid price rule of the NASDAQ Capital Market prior to being delisted from the NASDAQ Capital Market. The Company does not believe that market liquidity will be adversely impacted by a transfer to the NASDAQ Capital Market.

About TRM Corporation
TRM Corporation is a consumer services company that provides convenience ATM services in high-traffic consumer environments. TRM’s ATM customer base is widespread, with retailers throughout the United States. TRM operates the second largest non-bank ATM network in the United States.

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 consumer demand for our services; access to capital; changes in interest rates; maintaining satisfactory relationships with our banking partners; our ability to continue to reduce attrition in our existing ATM estate and to add new ATMs; technological change; our ability to control costs and expenses; competition and our ability to successfully implement our acquisition strategy. Additional information on these factors, which could affect our financial results, is included in our annual report on Form 10-K for the fiscal year ended December 31, 2006 and in our quarterly reports on Form 10-Q for the quarters ended March 30, 2007, June 30, 2007 and September 30, 2007 under the caption “Risk Factors” and elsewhere in such reports. 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.