-----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, UX2LPQ4GfZV5FkCSFglSY+sTcK+IrqbKUS4WwQsYquphKyuJ1zVY1fSSvmD+B4ux 6EkoztNE/UKH0Kbayaelww== 0000950147-02-000334.txt : 20020414 0000950147-02-000334.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950147-02-000334 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020219 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RURAL METRO CORP /DE/ CENTRAL INDEX KEY: 0000906326 STANDARD INDUSTRIAL CLASSIFICATION: LOCAL & SUBURBAN TRANSIT & INTERURBAN HWY PASSENGER TRAINS [4100] IRS NUMBER: 860746929 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 02558194 BUSINESS ADDRESS: STREET 1: 8401 EAST INDIAN SCHOOL RD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 4809943886 8-K 1 e-8203.txt CURRENT REPORT DATED 2/19/2002 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): February 19, 2002 RURAL/METRO CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 0-22056 86-0746929 (Commission File Number) (IRS Employer Identification No.) 8401 East Indian School Road Scottsdale, Arizona 85251 (Address of Principal Executive Offices) (Zip Code) (480) 994-3886 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. On February 19, 2002, Rural/Metro Corporation (the "Company") received a Staff Determination notice from the Nasdaq Listing Qualifications Department indicating that the Company does not currently comply with the net tangible assets, stockholders' equity, market capitalization, or net income standards for continued listing on the Nasdaq SmallCap Market Rule 4310(c)(2)(B). The Company intends to request a hearing to appeal the Nasdaq staff determination to delist the Company's common stock from the Nasdaq SmallCap Market. The appeal and related hearing will stay the delisting of the Company's common stock until a determination is made by the Nasdaq Listing Qualifications Panel. The Company understands that the hearing is expected to be scheduled within 45 days of the hearing request filing. ITEM 7. EXHIBITS 99.9 Press Release dated February 26, 2002 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. RURAL/METRO CORPORATION Date: February 26, 2002 By: /s/ John S. Banas III ------------------------------------ John S. Banas III Senior Vice President CURRENT REPORT ON FORM 8-K EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.9 Press Release dated February 26, 2002 EX-99.9 3 ex99-9.txt PRESS RELEASE DATED 2/26/2002 EXHIBIT 99.9 CONTACT: Liz Merritt, Rural/Metro Corporation (480) 606-3337 Morgen-Walke Associates, Investor Relations Jim Byers (investors) (415) 439-4504 Christopher Katis (media) (415) 439-4515 FOR IMMEDIATE RELEASE RURAL/METRO RECEIVES NASDAQ NOTICE REGARDING LISTING SCOTTSDALE, ARIZ. (February 26, 2002) - Rural/Metro Corporation (Nasdaq: RURL), a national leader in ambulance transportation and fire protection services, announced today that it has received notification from Nasdaq indicating the Company does not currently comply with certain standards for continued listing on the Nasdaq SmallCap Market. Jack Brucker, President and Chief Executive Officer, said, "We believe we have strong arguments for continued listing and are hopeful that the progress we have made in recent months will be taken into consideration. While this could potentially affect the market our common shareholders utilize to trade our stock, and we regret any inconvenience that may cause, it has absolutely no bearing on our ability to deliver the highest quality services to our patients and customers now or in the future." Brucker continued, "As we work diligently to achieve further improvements to our financial performance, we remain focused on serving the needs of our customers as we have for more than 50 years. We are a stronger company today and are fully prepared to demonstrate our achievements and improve the long-term value of Rural/Metro for all of our stakeholders." The Company today will submit its request for a Nasdaq Qualifications Panel hearing to consider its continued listing. The hearing has not yet been scheduled. Rural/Metro's common stock will continue to be traded on the Nasdaq SmallCap Market pending a final decision by the Nasdaq Qualifications Panel, which could occur as early as April. The Nasdaq Staff Determination notice cited the Company's current inability to meet continued listing standards for net tangible assets, stockholders' equity, market capitalization, or net income as set forth in Marketplace Rule 4310(c)(2)(B). In the event the Company's common stock is delisted from the Nasdaq SmallCap Market, the Company believes its common stock would be quoted on the OTC Bulletin Board operated by the National Association of Security Dealers. Rural/Metro Corporation provides emergency and non-emergency ambulance transportation, fire protection and other safety-related services to municipal, residential, commercial and industrial customers in more than 400 communities throughout the United States and Latin America. EXCEPT FOR HISTORICAL INFORMATION HEREIN, THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY. THESE RISKS AND UNCERTAINTIES INCLUDE, AMONG OTHERS, THE COMPANY'S ABILITY TO SUCCESSFULLY MAINTAIN ITS LISTING ON THE NASDAQ SMALLCAP MARKET, THE COMPANY'S ABILITY TO HAVE ITS COMMON STOCK QUOTED ON THE OTC BULLETIN BOARD; SUFFICIENCY OF THE COMPANY'S CASH RESOURCES AND THE AVAILABILITY OF ADDITIONAL FINANCING IF NEEDED; THE ABILITY TO SUSTAIN OPERATING CASH FLOW, SECURE NEW CONTRACTS, RETAIN EXISTING CONTRACTS, IMPROVE EARNINGS AND OPERATING MARGINS, AND ARRIVE AT A LONG-TERM SOLUTION FOR ITS REVOLVING CREDIT FACILITY AND/OR OVERALL DEBT STRUCTURE. THE COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE ITS FORWARD-LOOKING STATEMENTS. -----END PRIVACY-ENHANCED MESSAGE-----