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OMB APPROVAL |
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OMB Number: 3235-0060 |
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UNITED
STATES Washington, D.C. 20549 |
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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) March 12, 2009
TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
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001-10716 |
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38-2687639 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan |
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48304 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (248) 631-5400
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 March 12, 2009, TriMas Corporation (the Corporation) received written notice from NYSE Regulation, Inc. that the Corporation had fallen below the continued listing standard of the New York Stock Exchange, Inc. (NYSE) set forth in Section 802.01B of the NYSE Listed Corporation Manual because over a 30 trading-day period the Corporations total market capitalization was less than $75 million and, at the same time, its stockholders equity was less than $75 million. As of March 10, 2009, the Corporations 30 trading-day average market capitalization was approximately $43.2 million. The Corporations last reported stockholders equity was $54.9 million as of December 31, 2008, which reflected the impact of the Corporation recording a non-cash goodwill and indefinite-lived intangible asset impairment charges of $172.2 million in the fourth quarter of 2008.
Under NYSE rules, the Corporation has 45 calendar days from receipt of the notice to submit a plan that demonstrates its ability to achieve compliance with the continued listing standard within 18 months. The Corporation has notified the NYSE of its intent to submit a plan to remedy its non-compliance. Upon receipt of the Corporations plan, the NYSE has 45 calendar days to review and determine whether the Corporation has made a reasonable demonstration of its ability to come into conformity with the relevant standard within the 18-month period. The NYSE will either accept the plan at which time the Corporation will be subject to ongoing monitoring for compliance with the plan, or the NYSE will not accept the plan and the Corporation will be subject to suspension and delisting procedures.
As required under NYSE rules, the Corporation issued a press release on March 13, 2009 disclosing that it had received the notice and that the Corporation intends to submit a plan to attain compliance with the NYSE continued listing standards. A copy of the press release is attached to this Form 8-K as an exhibit.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are furnished herewith:
Exhibit No. |
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Description |
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99.1 |
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Press release dated March 13, 2009 |
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.
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TRIMAS CORPORATION |
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Date: |
March 13, 2009 |
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By: |
/s/ Joshua A. Sherbin |
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Name: |
Joshua A. Sherbin |
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Title: |
Vice President, General Counsel and Secretary |
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2
Exhibit 99.1
FOR IMMEDIATE RELEASE |
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CONTACT: |
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Sherry Lauderback |
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Vice President, Investor Relations & |
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Communications |
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(248) 631-5506 |
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sherrylauderback@trimascorp.com |
BLOOMFIELD HILLS, Michigan, March 13, 2009 TriMas Corporation (NYSE: TRS) a diversified engineered and applied products company today announced that it has been notified by NYSE Regulation, Inc. that it is not in compliance with one of the continued listing standards of the New York Stock Exchange (NYSE). As previously disclosed, TriMas had expected this notice and is developing a plan to remedy the noncompliance.
TriMas is considered below criteria for the continued listing standards because over a 30 day-trading period its total market capitalization was less than $75 million and its most recently reported stockholders equity was less than $75 million. In accordance with the NYSEs continued listing criteria, TriMas intends to submit a plan to the NYSE within the required 45-day period demonstrating how it plans to comply with the NYSEs continued listing standards. This plan will build upon the Companys most recent earnings materials reflecting its continued capacity to improve its balance sheet, while supporting its business initiatives to improve profitability and generate strong cash flow.
Cautionary Notice Regarding Forward-looking Statements
Any forward-looking statements contained herein, including those relating to market conditions or the Companys financial condition and results, expense reductions, liquidity expectations, business goals and sales growth, involve risks and uncertainties, including, but not limited to, risks and uncertainties with respect to general economic and currency conditions, various conditions specific to the Companys business and industry, the Companys substantial leverage, liabilities imposed by the Companys debt instruments, market demand, competitive factors, the Companys ability to maintain compliance with the listing requirements of the New York Stock Exchange, supply constraints, material and energy costs, technology factors, litigation, government and regulatory actions, the Companys accounting policies, future trends, and other risks which are detailed in the Companys Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Companys Quarterly Reports on Form 10-Q. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements. All forward-looking statements made herein are based on information currently available, and the Company assumes no obligation to update any forward-looking statements.
About TriMas
Headquartered in Bloomfield Hills, Mich., TriMas Corporation (NYSE: TRS) provides engineered and applied products for growing markets worldwide. TriMas Corporation is organized into five
strategic business segments: Packaging Systems, Energy Products, Industrial Specialties, RV & Trailer Products, and Recreational Accessories. TriMas Corporation has nearly 5,000 employees at 70 different facilities in 10 countries. For additional information, please visit www.trimascorp.com.
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