-----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, C4+n/maBYvnmksyBcLvEuZX7IOnhKKOwvervA6n3f4MmSYjGg1BrgM3x0NgQUI2/ SAzFCW89E8Li9EQocqCmlQ== 0000950147-03-000674.txt : 20030523 0000950147-03-000674.hdr.sgml : 20030523 20030523172508 ACCESSION NUMBER: 0000950147-03-000674 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030522 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030523 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: 03718795 BUSINESS ADDRESS: STREET 1: 8401 EAST INDIAN SCHOOL RD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 4809943886 8-K 1 e-10050.txt CURRENT REPORT DATED 5-22-03 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 22, 2003 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 May 22, 2003, Rural/Metro Corporation (the "Company") received a Staff Determination notice from the Nasdaq Listing Qualifications Department indicating that the Company has not filed its Form 10-Q for the quarter ended March 31, 2003 as required by the Nasdaq SmallCap Market Rule 4310(c)(14). 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 on an expedited basis within 30 days of the hearing request filing. As a result of the Company's filing delinquency, effective at the start of trading on May 27, 2003, and throughout the appeal period, the Company's trading symbol will be "RURLE". ITEM 7. EXHIBITS 99.1 Press Release dated May 22, 2003 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: May 23, 2003 By: /s/ John S. Banas III -------------------------------------- John S. Banas III Senior Vice President CURRENT REPORT ON FORM 8-K EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99.1 Press Release dated May 22, 2003 EX-99.1 3 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 CONTACT: Liz Merritt, Rural/Metro Corporation (480) 606-3337 Morgen-Walke Associates, Investor Relations Jim Byers (investors) (415) 439-4504 Christopher Katis (media) (415) 439-4518 FOR IMMEDIATE RELEASE RURAL/METRO RECEIVES NASDAQ NOTICE REGARDING LISTING SCOTTSDALE, ARIZ. (May 23, 2003) - Rural/Metro Corporation (Nasdaq: RURL), a national leader in ambulance transportation and fire protection services, announced today that it has received notification from Nasdaq that the Company does not currently comply with the timely regulatory filing requirement for continued listing on the Nasdaq SmallCap Market. The company announced on May 20, 2003 that it would file its Form 10-Q for the third quarter ended March 31, 2003 following the completion of its analysis related to the restatement adjustments necessary to increase its allowance for Medicare, Medicaid and contractual discounts and doubtful accounts in the range of $35 to $45 million. Jack Brucker, President and Chief Financial Officer, said, "We are working diligently to expedite and complete this process. We believe we have a strong case for continued listing as we move forward to complete this process and subsequently file our quarterly report." The Company will submit a 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, however the character "E" will be appended to its trading symbol. Accordingly, the trading symbol for the company's securities will be changed from RURL to RURLE at the opening of trading on May 27, 2003. Rural/Metro Corporation provides emergency and non-emergency medical transportation, fire protection, and other safety services in 26 states and more than 400 communities throughout the United States. 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 FINAL DETERMINATION OF THE RESTATEMENT ADJUSTMENTS RELATING TO THE ALLOWANCE FOR MEDICARE, MEDICAID AND CONTRACTUAL DISCOUNTS AND DOUBTFUL ACCOUNTS; THE COMPANY'S ABILITY TO COLLECT ITS ACCOUNTS RECEIVABLE; COMPETITORS' ACTIONS; LITIGATION MATTERS; AND THE COMPANY'S ABILITY TO SUSTAIN OPERATING CASH FLOW, SECURE NEW CONTRACTS, RETAIN EXISTING CONTRACTS, IMPROVE EARNINGS AND OPERATING MARGINS, FURTHER ENHANCE THE EFFICIENCY OF THE COLLECTION PROCESS, EFFECTIVELY MANAGE COLLATERAL REQUIREMENTS AND COSTS RELATED TO ITS INSURANCE COVERAGE, AND THE COMPANY'S ABILITY TO CURE OR OBTAIN A WAIVER OF COVENANT NON-COMPLIANCE OR AN AMENDMENT TO ITS CREDIT FACILITY OR INDENTURE. ADDITIONAL FACTORS THAT COULD AFFECT THE COMPANY ARE DESCRIBED IN ITS FORM 10-K AS AMENDED FOR THE YEAR ENDED JUNE 30, 2002 UNDER THE CAPTION "RISK FACTORS" IN THE MANAGEMENT'S DISCUSSION AND ANALYSIS SECTION, AND OTHER FACTORS AS DESCRIBED FROM TIME TO TIME IN THE COMPANY'S SEC FILINGS. THE COMPANY DISCLAIMS ANY OBLIGATION TO UPDATE ITS FORWARD-LOOKING STATEMENTS. -----END PRIVACY-ENHANCED MESSAGE-----