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): September 8, 2008

TRM CORPORATION

(Exact Name of Registrant as Specified in Charter)

Oregon	0-19657	93-0809419
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

12402 N. E. Marx Street, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On September 8, 2008, Jeffrey F. Brotman resigned from the Board of Directors of TRM Corporation (the “Company”), effective as of September 9, 2008. Mr. Brotman served as Chairman of the Company’s Board of Directors. Mr. Brotman’s departure is not related to any disagreement with the Company or with the Company’s operations, policies or practices.

(d) Michael Venezia was appointed as a director of the Company on September 12, 2008. The appointment was pursuant to a provision in the Securities Purchase Agreement, dated April 18, 2008, as amended (the “Purchase Agreement”), by and among the Company, LC Capital Master Fund, Ltd. (the “Purchaser”) and Lampe, Conway & Co., LLC (“Lampe”), allowing the Purchaser the right to require appointment of an additional director to the Company’s board of directors if it holds an aggregate of 2,500,000 warrants.

Mr. Venezia, age 32, has been a Credit Analyst since June 2005 for Lampe, which served as administrative agent and collateral agent under the Purchase Agreement for the purchase of notes totaling $11,000,000. From August 2004 to June 2005, Mr. Venezia served as a Vice President in the High Yield Group of Weiss, Peck & Greer. Prior to joining Weiss, Peck & Greer, Mr. Venezia held the position of Vice President at Citigroup. From September 1999 to August 2004, he was employee of Citigroup.

The material terms of the Purchase Agreement and the Purchaser’s right to require appointment of directors are described in the Company’s Current Report on Form 8-K filed on April 23, 2008, which is incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1     Press Release dated September 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: September 12, 2008		Title:	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

For further information, contact:

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

TRM Corporation Announces Resignation of Jeffrey Brotman from Board of Directors
and Appointment of Michael E. Venezia to Board of Directors

PORTLAND, Oregon, September 12, 2008 — TRM Corporation (Pink Sheets: TRMM) today announced that Jeffrey Brotman, Chairman of the Board of Directors, resigned from the Company, effective September 9, 2008. Mr. Brotman’s resignation is based solely on personal considerations unrelated to TRM and did not result from any disagreement with the Company concerning any matter relating to the Company’s operations, policies or practices. In his resignation letter, Mr. Brotman stated, “My resignation is based solely on personal considerations. I remain highly confident in TRM’s business plan, its management, and its future prospects.”

Richard Stern, CEO of TRM Corporation stated, “We appreciate the years of dedicated service Jeff has brought to TRM. It was through Jeff’s efforts that we were able to quickly and effectively dispose of significant assets allowing us to pay down our debt and continue as a going concern. We wish him well in his future endeavors.”

TRM Corporation also announced today that Michael E. Venezia has been appointed to serve on its Board of Directors effective September 12, 2008. The appointment was pursuant to a provision in the Securities Purchase Agreement, dated April 18, 2008, as amended, by and among TRM Corporation, LC Capital Master Fund, Ltd. (the “Purchaser”) and Lampe Conway & Co., LLC allowing the Purchaser the right to require appointment of an additional director to TRM Corporation’s board of directors if it holds an aggregate of 2,500,000 warrants.

Michael E. Venezia, age 32, has been a Credit Analyst for Lampe, Conway & Co. LLC since June 15, 2005. Before joining Lampe, Conway & Co. LLC., Mr. Venezia served as a Vice President in the High Yield Group of Weiss, Peck & Greer from August 2004 to June 2005. Prior to joining Weiss, Peck & Greer, Mr. Venezia was a Vice President within Citigroup.

Richard Stern, TRM’s President and Chief Executive Officer said, “We welcome Mike to our board and look forward to his contribution.”

The Company has not yet named a replacement for the Chairman of the Board. The Board of Directors will nominate and appoint a new Chairman of the Board from the existing members of the Board.

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.

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, 2007 and in our quarterly reports on Form 10-Q for the quarters ended March 31, 2008 and June 30, 2008 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.

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