-----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, MwX/95WubAvcqEcVx8dLv5wZ3PFu2XXimtrvt0QpPxJRL/hUIIHKy0lMyEmeRcVe 9nJTxiHoOmEUFR4bUHyJXg== 0001019687-06-001220.txt : 20060516 0001019687-06-001220.hdr.sgml : 20060516 20060516164227 ACCESSION NUMBER: 0001019687-06-001220 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060515 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: 20060516 DATE AS OF CHANGE: 20060516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Emrise CORP CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10346 FILM NUMBER: 06846480 BUSINESS ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 BUSINESS PHONE: 9099879220 MAIL ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: MICROTEL INTERNATIONAL INC DATE OF NAME CHANGE: 19951117 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 8-K 1 emrise_8k-051506.txt 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) MAY 15, 2006 -------------------------- EMRISE CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 001-10346 77-0226211 - ------------------------------ ---------------- ----------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 9485 HAVEN AVENUE, SUITE 100, RANCHO CUCAMONGA, CALIFORNIA 91730 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (909) 987-9220 ---------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (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. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| 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 May 16, 2006, EMRISE Corporation ("Company") issued a press release regarding a letter dated May 15, 2006 that the Company received from NYSE Arca Equities, Inc. staff ("Staff") relating to the listing of the Company's common stock on NYSE Arca. A copy of the press release is attached as Exhibit 99 to this Form 8-K and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. ------------------------------------------- Not applicable. (b) Pro Forma Financial Information. ------------------------------- Not applicable. (c) Shell Company Transactions. -------------------------- Not applicable. (d) Exhibits. -------- Number Description ------ ----------- 99 Press release dated May 16, 2006 relating to NYSE Arca listing 2 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. Date: May 16, 2006 EMRISE CORPORATION By: /s/ CARMINE T. OLIVA ----------------------------------------- Carmine T. Oliva, Chief Executive Officer 3 EXHIBITS ATTACHED TO THIS REPORT Number Description ------ ----------- 99 Press release dated May 16, 2006 relating to NYSE Arca listing 4 EX-99 2 emrise_8k-ex99.txt EXHIBIT 99 EMRISE CORPORATION ANNOUNCES EXCHANGE LISTING LETTER RANCHO CUCAMONGA, Calif.--(BUSINESS WIRE)--May 16, 2006--EMRISE CORPORATION (NYSE Arca:ERI), a multi-national manufacturer of defense and aerospace electronic components and communications equipment, today announced that on May 15, 2006, the Company received a letter from NYSE Arca Equities, Inc. staff ("Staff") indicating that the Company's common stock price per share does not comply with the minimum $1.00 price required for continued listing by NYSE Arca Equities Rule 5.5(h)(4). The Staff noted that since March 31, 2006, the price per share of the Company's common stock has averaged below $1.00 for 30 consecutive trading days. At the request of the Staff, the Company intends to submit to the Staff no later than June 5, 2006, a plan that describes how the Company intends to regain compliance with the $1.00 price criteria in order to retain its listing. About EMRISE CORPORATION EMRISE Corporation is a multi-national manufacturer of defense and aerospace electronic components and communications equipment. EMRISE's electronic components group, which consists of EMRISE Electronics Corporation and its international subsidiaries, provides custom power conversion, RF components and subsystems as well as digital and rotary switches to the North American, European and Asian electronic components market. These products are primarily used for defense, aerospace and industrial applications. EMRISE's communications equipment group, consisting of CXR Larus Corporation and its subsidiary CXR Anderson Jacobson, provides network access, satellite timing and synchronization and transmission products as well as communications test equipment to the North American, European and Asian communications industry. Founded in 1983, EMRISE operates out of facilities in the United States, England, France and Japan. As of April 30, 2006, EMRISE had a total of 310 employees in its various subsidiaries and divisions. Website: www.emrise.com. Listed on NYSE Arca under the ticker symbol: ERI. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995 With the exception of historical information, the matters discussed in this press release, including without limitation, the timing and content of any compliance plan to be prepared by the Company for submission to the Staff, are forward-looking statements that involve a number of risks and uncertainties. Actual future events could differ from those statements. Factors that could cause or contribute to such differences include, but are not limited to, any determination that the Staff may make as to the Company's listing status and compliance, and other risks detailed from time to time in the Company's public statements and its periodic reports and other filings with the Securities and Exchange Commission. Contact: Carmine T. Oliva, Chief Executive Officer (909) 987-9220 -----END PRIVACY-ENHANCED MESSAGE-----