-----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, PNoCSFXOHIM+wBMyI5DbNiMNDLpkk0o3EPf0GEa2mBvoKx0vj12lOn0cBjygYYzL iNXi5opB7/9dNKZ6FjrObw== 0001181431-07-067712.txt : 20071108 0001181431-07-067712.hdr.sgml : 20071108 20071108172144 ACCESSION NUMBER: 0001181431-07-067712 CONFORMED SUBMISSION TYPE: NT 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 EFFECTIVENESS DATE: 20071108 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: NT 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-22056 FILM NUMBER: 071227001 BUSINESS ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 4806063886 MAIL ADDRESS: STREET 1: 9221 EAST VIA DE VENTURA CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: RURAL METRO CORP /DE/ DATE OF NAME CHANGE: 19930528 NT 10-Q 1 rrd177050.htm Form 12(b)-25

(Check One):

    ¨   Form 10-K

    ¨   Form 20-F

    ¨   Form 11-K

    x   Form 10-Q

    ¨   Form 10-D

    ¨   Form N-SAR

    ¨   Form N-CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

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SEC FILE NUMBER

0-22056

     
   

CUSIP NUMBER

781748108

 

    For Period Ended: September 30, 2007
    ¨   Transition Report on Form 10-K
    ¨   Transition Report on Form 20-F
    ¨   Transition Report on Form 11-K
    ¨   Transition Report on Form 10-Q
    ¨   Transition Report on Form N-SAR
    For the Transition Period Ended:                                                              

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:             

 

 

PART I - REGISTRANT INFORMATION

 

Rural/Metro Corporation
Full Name of Registrant
Former Name if Applicable
9221 E. Via de Ventura
Scottsdale, AZ 85258
Address of Principal Executive Office

 


 

PART II - RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

x    

  (a)   The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III - NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Rural/Metro Corporation (the "Company") is filing for an extension of the due date to file its Quarterly Report on Form 10-Q for the period ended September 30, 2007, on this Notification of Late Filing as the Form 10-Q could not be filed with the Securities and Exchange Commission ("SEC") within the prescribed time period without unreasonable effort or expense in light of the circumstances described below.

Due to errors identified the Company's ongoing evaluation and review of its accounting as previously disclosed in the Company's Form 8-K, filed with the SEC on September 14, 2007, the Company is restating its consolidated financial statements for each of the fiscal years ended June 30, 2005 and 2006, and the related interim consolidated financial information for each of the first three quarters for each of those years. Until such time as the Company completes and issues restated financial statements for those periods, the Company will not be able to file the current report for the period ended September 30, 2007.

 

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this form are not required to respond unless the form displays a currently
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(Attach Extra Sheets if Needed)

PART IV - OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Kristine A. Beian-Ponczak         (480) 994-3886
(Name)         (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).     ¨   Yes     x   No
  The Company has not filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2007. The Company will also amend its Quarterly Reports on Form 10-Q/A for the quarters ended September 30, 2006, December 31, 2006 and March 31, 2007.

 

 

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?     x   Yes     ¨   No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 


 

 

Rural/Metro Corporation
(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date 

  

11/08/2007

   By    

/s/ Kristine A. Beian-Ponczak

              

Kristine A. Beian-Ponczak

Senior Vice President and Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

    ATTENTION       
       

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

GENERAL INSTRUCTIONS

 

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).


Part IV(3) Explanation

 

As a result of the matters discussed in Part III above and until the restated financial statements are completed and issued, other than the preliminary effect previously disclosed in the Form 8-K, filed with the SEC on September 14, 2007, the Company is not able to provide a reasonable estimate of anticipated changes in results of operations for the quarter ended September 30, 2007, as compared to its results of operations for the quarter ended September 30, 2006. Results for such periods, and all other periods required to be presented in the reports filed with the SEC containing the financial statements described above, are expected to be affected by the restatement. Although the impact will vary from period to period for the reasons described above, the Company cannot at this point exclude the possibility that in some periods it may be significant. Such results could also be subje ct to change to reflect any other necessary corrections or adjustments that are identified prior to the time the Company completes the restatement, and finalizes and issues the related financial statements. Forward-Looking Statements; Risks and Uncertainties The foregoing reflects the Company's views about the accounting adjustments, its financial condition, performance and other matters that constitute "forward-looking" statements; as such term is defined by the federal securities laws. You can find many of these statements by looking for words such as "may," "will," "expect," "anticipate," "believe," "estimate," "should," "continue," "predict," "preliminary" and similar words used herein. These forward-looking statements are subject to the safe harbor protection provided by federal securities laws. These forward-looking statements are subject to numerous risks, uncertainties and assumptions. These risks and uncertainties include, but are not limited to: (1) the results and effect of the Company's review of its accounting practices; (2) the effects of any potential SEC or NASDAQ inquiry with respect to the potential adjustments or the Company's accounting practices; (3) expectations as to the timing of the Company's review, restatement and filing of its previou sly issued financial statements and its assessment of the effectiveness of disclosure controls and procedures and internal control over financial reporting, the review and filing of the Company's Form 10-K for the fiscal year ended June 30, 2007, and the issuance of interim financial results for the Company; (4) the Company's failure to regain compliance within any extension period provided by the NASDAQ Listing Qualifications Panel, in which case the Company's common stock would be delisted from the Nasdaq Capital Market; (5) the effects of any required restatement adjustments to previously issued financial statements and possible material weaknesses in internal control over financial reporting; (6) the possibility that any default under the Company's financing arrangements could cause acceleration of repayment of the entire principal amounts and accrued interest on such arrangements; and (7) the additional risks and uncertainties and important factors detailed from time to time in the Company's press relea ses and in the Company's periodic filings under the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, because the statements are subject to risks and uncertainties, the Company can give no assurance that its expectations will be attained or that actual developments and results will not materially differ from those express or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on the statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

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