-----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, B4IbZ79xi7Fj5fZr5viBI8KfV7tZeO+WsAG+W2uU4S3wdgLSN1Wr0cLSeYrF7VAO Bs7GOVfsjxI6FfiZ4lFCvw== 0000950147-03-000836.txt : 20030718 0000950147-03-000836.hdr.sgml : 20030718 20030718160242 ACCESSION NUMBER: 0000950147-03-000836 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030717 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030718 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: 03793167 BUSINESS ADDRESS: STREET 1: 8401 EAST INDIAN SCHOOL RD CITY: SCOTTSDALE STATE: AZ ZIP: 85251 BUSINESS PHONE: 4809943886 8-K 1 e-10198.txt CURRENT REPORT DATED 7/17/2003 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): July 17, 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 July 17, 2003, Rural/Metro Corporation, a Delaware corporation (the "Company") received a written determination from the Nasdaq Listing Qualifications Panel to continue the listing of the Company's common stock, $.01 par value per share (the "Common Stock"), on The Nasdaq SmallCap Market ("Nasdaq"). The continued listing of the Common Stock is subject to the condition that the Company file its Form 10-Q for the third quarter ended March 31, 2003, and its Form 10-K for the fiscal year ended June 30, 2003, no later than September 30, 2003. In addition, the Company must timely file all periodic reports with the Securities and Exchange Commission and Nasdaq for all reporting periods ending on or before March 31, 2004. If the Company fails to timely file a periodic report during this time, the Company will not be entitled to a new hearing on the matter and the Common Stock may be delisted from Nasdaq. The Company's Common Stock will continue to be traded on Nasdaq throughout the exception period, with the conditional listing identified by the character "C" appended to its trading symbol. Effective with the opening of trading on Monday, July 21, 2003, the trading symbol of the Company's Common Stock will be changed from RURLE to RUREC. ITEM 7. EXHIBITS 99.1 Press Release of Rural/Metro Corporation dated July 18, 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: July 18, 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 of Rural/Metro Corporation dated July 18, 2003 EX-99.1 3 ex99-1.txt PRESS RELEASE DATED 7/18/2003 EXHIBIT 99.1 CONTACT: Liz Merritt, Rural/Metro Corporation (480) 606-3337 FD Morgen-Walke, Investor Relations Jim Byers (Investors) (415) 439-4504 Christopher Katis (Media) (415) 439-4518 FOR IMMEDIATE RELEASE RURAL/METRO GRANTED EXCEPTION TO CONTINUE NASDAQ LISTING SCOTTSDALE, ARIZONA (July 18, 2003) - Rural/Metro Corporation (Nasdaq: RURLE/RUREC), a leading U.S. provider of ambulance and fire protection services, announced today that it has received a written determination of the Nasdaq Listing Qualifications Panel to continue the listing of the company's stock on The Nasdaq SmallCap Market subject to satisfying a September 30, 2003 deadline for filing its Form 10-Q for the third quarter ended March 31, 2003 and its Form 10-K for the fiscal year ended June 30, 2003. Jack Brucker, President and Chief Executive Officer, said, "We are pleased with the Panel's decision and look forward to returning to full compliance upon filing our Form 10-Q and Form 10-K by the deadline set forth." 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. On June 16, 2003, the company announced preliminary unaudited operating results for the three and nine months ended March 31, 2003 and 2002. The company does not currently believe that the operating results for these periods will be impacted by the restatement adjustments. In a July 17, 2003 letter, the Panel noted the company's significant efforts to conduct a thorough review of its accounts receivable with the assistance of its independent accountants and the significant expenditure of time and resources by the company to correct the accounting issues. The Panel also acknowledged the company's efforts to keep the investing public apprised of the anticipated charge as well as the fact that the company has publicly disclosed the operating results for the quarter ended March 31, 2003. In addition to granting the filing exception through September 30, 2003, the Panel specifically requires the company to timely file all periodic reports with the Securities and Exchange Commission and Nasdaq for all reporting periods ending on or before March 31, 2004. Should the company miss a filing deadline in accordance with the exception, it will not be entitled to a new hearing on the matter and its securities may be delisted from The Nasdaq Stock Market. The company's common stock will continue to be traded on The Nasdaq SmallCap Market throughout the exception period, with the conditional listing identified by the character "C" appended to its trading symbol. Accordingly, effective with the open of trading on Monday, July 21, 2003, the trading symbol of the company's securities will be changed from RURLE to RUREC. 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-----