-----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, UbvRQ+2wfCHvjtbfrqLlUwHhmwH4vGxN5W6oTYUtbeaBKrBKeWC5BQt3GptqjbgZ tjbIvTJZE6P+fe96NQJ0aw== 0000908662-05-000208.txt : 20050804 0000908662-05-000208.hdr.sgml : 20050804 20050804144937 ACCESSION NUMBER: 0000908662-05-000208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050801 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050804 DATE AS OF CHANGE: 20050804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROFINANCIAL INC CENTRAL INDEX KEY: 0000827230 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS BUSINESS CREDIT INSTITUTION [6159] IRS NUMBER: 042962824 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14771 FILM NUMBER: 05999035 BUSINESS ADDRESS: STREET 1: 10 M COMMERCE WAY CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 7819944800 MAIL ADDRESS: STREET 1: 10 M COMMERCE WAY CITY: WOBURN STATE: MA ZIP: 01801 FORMER COMPANY: FORMER CONFORMED NAME: BOYLE LEASING TECHNOLOGIES INC DATE OF NAME CHANGE: 19980605 8-K 1 form_8k.htm FORM 8K

 

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): August 1, 2005

 

MICROFINANCIAL INCORPORATED

(Exact name of registrant as specified in its charter)

 

MASSACHUSETTS

(State or other jurisdiction of incorporation)

 

 

1-14771

04-2962824

(Commission file number)

(IRS Employer Identification Number)

 

 

10-M Commerce Way, Woburn, MA 01801

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: 781-994-4800

 

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 (see General Instruction A.2):

 

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 June 9, 2005, the Securities and Exchange Commission approved certain amendments to the continued listing criteria for issuers with a class of securities registered on the New York Stock Exchange (the “NYSE”), under Rule 802.01(B)(I) of the NYSE’s Listed Company Manual. Under the new continued listing requirements, as they apply to MicroFinancial Incorporated (the “Company”), one of the conditions which would cause the Company to fall “below criteria” is if the Company’s average market capitalization is less than $75 million over a 30 trading-day period and, at the same time, its stockholders’ equity is less than $75 million. The listing standards previously in effect required the Company to maintain market capitalization or stockholders’ equity over $50 million, among other standards, in order to meet the continued listing requirements. The Company was in full compliance with the listing standards previously in effect.

 

On August 1, 2005, the Company received official notice from the NYSE that it failed to meet the new continued listing requirements, as its total market capitalization was less than $75 million over a 30 trading-day period and its stockholders’ equity was less than $75 million. In its press release issued July 27, 2005 announcing its results of operations for its second fiscal quarter of 2005, the Company reported total stockholders’ equity of approximately $58.7 million as of June 30, 2005. In addition, based on 13,712,649 shares outstanding as of July 29, 2005, and the reported closing price of the Company’s common stock on the NYSE on that date, the Company had a market capitalization of approximately $65.0 million as of that date.

 

Under the applicable NYSE compliance procedures, the Company has 45 days from the date of its receipt of the notice to submit a plan to the NYSE to demonstrate its ability to achieve compliance with the continued listing standards within 18 months. The Company currently intends to submit such a plan. Beginning August 8, 2005, the NYSE will make available on its consolidated tape an indicator, “.BC,” to reflect that the Company is below the NYSE’s quantitative continued listing standards. In order to achieve compliance with the new continued listing standards, the Company would have to increase its stockholders’ equity to $75 million, or to demonstrate a market capitalization of at least $75 million, but not necessarily both, for two consecutive quarters. If the Company fails to submit a compliance plan, if the NYSE does not accept its plan, or if the Company is unable to gain compliance with the new standards, the Company would be forced to transfer its listing to another exchange.

 

On August 3, 2005, the Company issued a press release announcing its receipt of the notice from the NYSE. A copy of that press release is attached to this Current Report as Exhibit 99.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit

Exhibit Title

 

Exhibit 99

Press Release dated August 3, 2005

 

 


 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

MICROFINANCIAL INCORPORATED

Registrant

 

 

By:

/s/ James R. Jackson, Jr.

 

James R. Jackson, Jr.

 

Vice President and Chief Financial Officer

 

Dated: August 4, 2005

 

 

 

 

 

 EX-99 2 exhibit_99.htm EXHIBIT 99

Exhibit 99

 

For Release August 3, 2005

Contact:

 

 

4:01 pm

Richard F. Latour

 

 

President and CEO

 

Tel: 781-994-4800

 

 

MICROFINANCIAL INCORPORATED ANNOUNCES

NYSE NON-COMPLIANCE NOTICE

 

Woburn, MA – August 3, 2005 -- MicroFinancial Incorporated (NYSE-MFI) a financial intermediary specializing in vendor based leasing and finance programs for transactions in the $500 to $15,000 range, today announced that it has been notified by the New York Stock Exchange that it is not in compliance with the NYSE’s continued listing standards. The Company is considered “below criteria” by the NYSE since over a consecutive 30 day trading period, its total market capitalization and its stockholder’s equity were each less than $75 million.

 

While MicroFinancial was in full compliance with the previous continued listing standards set forth by the Exchange, the NYSE recently adopted new continued listing standards with which the Company is not currently in compliance. The notification date under the new standards was August 1, 2005, at which time the NYSE determined that the Company was not in compliance with the new standards.

 

In accordance with the continued listing criteria set forth by the New York Stock Exchange, the Company intends to present a plan to the NYSE within the 45 day required timeframe demonstrating how it intends to comply with the continued listing standards.

 

About The Company

MicroFinancial Inc. (NYSE: MFI), headquartered in Woburn, MA, is a financial intermediary specializing in leasing and financing for products in the $500 to $15,000 range. The Company has been in operation since 1986.

 

Statements in this release that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as "believes," "anticipates," "expects," "views,” “will”, “intends” and similar expressions are intended to identify forward-looking statements. The Company cautions that a number of important factors could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of the Company. Readers should not place undue reliance on forward-looking statements, which reflect the management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. The Company cannot assure that it will be able to anticipate or respond timely to changes which could adversely affect its operating results in one or more fiscal quarters. Results of operations in any past period should not be considered indicative of results to be expected in future periods. Fluctuations in

 


 

operating results may result in fluctuations in the price of the Company's common stock. Statements relating to past dividend payments or the Company's current dividend policy should not be construed as a guarantee that any future dividends will be paid. For a more complete description of the prominent risks and uncertainties inherent in the Company's business, see the risk factors described in documents the Company files from time to time with the Securities and Exchange Commission.

 

 

 

 

 

 

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