EFJI » Topics » (Registrants Telephone Number, Including Area Code)

This excerpt taken from the EFJI 8-K filed Jan 16, 2008.

(Registrant’s Telephone Number, Including Area Code)

 


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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨ 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

(a) On January 14, 2008, EFJ, Inc. (the “Company”) received a letter from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) stating that between the period of December 31, 2006 and October 26, 2007, the Company failed to comply with the audit committee requirements set forth in Nasdaq Marketplace Rule 4350(d)(2) for continued listing. The Company received the letter because the Company entered into a contract with DRS Technical Services, Inc. (formerly known as Technical and Management Services Corporation (“TAMSCO”) in June of 2006, resulting in revenue to the Company in excess of 5% of the Company’s 2006 consolidated revenues. Mr. Mark Newman, a director of the Company, has served and continues to serve as an executive officer of the parent Company of TAMSCO. Accordingly, Mr. Newman was precluded from being considered an “independent director” as defined under Nasdaq’s Marketplace Rule 4200(15)(d). Mr. Newman had previously stepped down from the Company’s audit and compensation committees on October 26, 2007, and accordingly, as of October 27, 2007, the Company was back in compliance with Nasdaq’s Marketplace Rule 4350(d)(2). Mr. Newman continues to serve on the Board of Directors of the Company.

 

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This excerpt taken from the EFJI 8-K filed Jan 9, 2008.

(Registrant’s Telephone Number, Including Area Code)

 


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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 



Item 2.02 Results of Operations and Financial Condition

The information pursuant to Item 2.02 in this report on Form 8-K is being furnished as contemplated by General Instruction B(2) to Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

On January 8, 2008, the Company announced certain expectations regarding revenue for the fourth quarter and year ended December 31, 2007. This information is being furnished pursuant to this Item 2.02. A copy of the press release is attached hereto as Exhibit 99.1.

This excerpt taken from the EFJI 8-K filed Nov 16, 2007.

(Registrant’s Telephone Number, Including Area Code)

 


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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 



This excerpt taken from the EFJI 8-K filed Oct 26, 2007.

(Registrant’s Telephone Number, Including Area Code)

 


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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On October 22, 2007, the Compensation Committee of the Board of Directors ratified a form of Restricted Stock Unit Agreement and Stock Appreciation Rights Agreement pursuant to the EFJ, Inc. 2005 Omnibus Incentive Plan. Forms of these agreements are attached hereto as Exhibit 10.1 and 10.2 and incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 23, 2007, the Board of Directors of EFJ, Inc. (the “Company”) approved an amendment to the Company’s Bylaws to permit shares of the Company’s stock to be issued in uncertificated as well as certificated form. The amendment to the Bylaws is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

Item 9.01

 

(d) Exhibits.

 

Exhibit
Number
  

Description

3.1    Amendment to Article VI, Section 1 of Bylaws of EFJ, Inc.
10.1      Form of Restricted Stock Unit Agreement
10.2      Form of Stock Appreciation Rights Agreement

 

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This excerpt taken from the EFJI 8-K filed Oct 2, 2007.

(Registrant’s Telephone Number, Including Area Code)

 


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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 


 


Item 2.02 Results of Operations and Financial Condition

The information pursuant to Item 2.02 in this report on Form 8-K is being furnished as contemplated by General Instruction B(2) to Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

On October 1, 2007, the Company announced certain expectations regarding revenue for the third quarter ended September 30, 2007. This information is being furnished pursuant to this Item 2.02. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 7.01 Regulation FD Disclosure

The information pursuant to Item 7.01 in this report on Form 8-K is being furnished as contemplated by General Instruction B(2) to Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.

On October 1, 2007, EFJ, Inc. issued a press release announcing revised financial guidance for 2007, including guidance relating to 2007 revenue and operating income/loss expectations. A copy of the press release is attached hereto as Exhibit 99.1.

 

Item 9.01

 

(d) Exhibits.

 

Exhibit
Number
  

Description

99.1    Press release of EFJ, Inc. issued on October 1, 2007

 

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