UNITED STATES

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SECURITIES AND EXCHANGE COMMISSION

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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)  August 6, 2009

 

TRIMAS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-10716

 

38-2687639

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

 

 

 

 

39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan

 

48304

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s 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 August 12, 2009, TriMas Corporation, a Delaware corporation (the “Corporation”), announced its intention to list its common stock, par value $ 0.01 per share, on the NASDAQ Global Market® (“Nasdaq”).  The Corporation expects to begin trading on the Nasdaq on August 24, 2009 and will continue to trade under the stock symbol “TRS.”  On August 12, 2009, the Corporation provided written notice to the New York Stock Exchange (the “NYSE”) that the Corporation expects to voluntarily cease trading on the NYSE, effective August 24, 2009 and intends to transfer its listing to Nasdaq.  The Corporation’s Board of Directors has approved the transfer to Nasdaq.

 

A copy of the Corporation’s press release related to the transfer of its listing from the NYSE to Nasdaq 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.

 

Description

 

 

 

 

 

99.1

 

Press release dated August 12, 2009

 

2



 

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.

 

 

 

 

 

TRIMAS CORPORATION

 

 

 

 

 

 

 

 

 

 

Date:

August 12, 2009

 

By:

/s/ Joshua A. Sherbin

 

 

 

Name:

Joshua A. Sherbin

 

 

 

Title:

Vice President, General Counsel and Secretary

 

3


Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

CONTACT:

Sherry Lauderback

 

 

Vice President, Investor Relations

 

 

& Communications

 

 

(248) 631-5506

 

 

sherrylauderback@trimascorp.com

 

TRIMAS TO MOVE STOCK LISTING TO THE NASDAQ GLOBAL MARKET®

Ticker Symbol to Remain TRS

 

BLOOMFIELD HILLS, Michigan, August 12, 2009 – TriMas Corporation (NYSE: TRS) – a diversified manufacturer of engineered and applied products – announced today that it will voluntarily transfer its stock exchange listing in the U.S. from The New York Stock Exchange to The NASDAQ Global Market® effective August 24, 2009. The company’s stock will continue to trade under the symbol “TRS.”

 

We believe that NASDAQ offers TriMas and its shareholders advanced technologies and cost-effective services, as well as efficient and transparent market access and execution,” commented David Wathen, TriMas’ President and Chief Executive Officer.

 

“We are delighted that TriMas selected NASDAQ as their market of choice,” said Bruce Aust, Executive Vice President, NASDAQ OMX. “We look forward to providing them and their shareholders with the best products and services NASDAQ OMX has to offer,” he added.

 

About TriMas

Headquartered in Bloomfield Hills, Michigan, TriMas Corporation (NYSE: TRS) provides engineered and applied products for growing markets worldwide. TriMas Corporation is organized into five strategic business segments: Packaging, Energy, Aerospace & Defense, Engineered Components and Cequent. TriMas Corporation has approximately 4,000 employees at 70 different facilities in 11 countries. For additional information, please visit www.trimascorp.com.

 

Cautionary Notice Regarding Forward-looking Statements

Any “forward-looking” statements contained herein, including those relating to market conditions or the Company’s 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 Company’s business and industry, the Company’s substantial leverage, liabilities imposed by the Company’s debt instruments, market demand, competitive factors, the Company’s 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 Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2008, and in the Company’s 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.

 

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