TRXI » Topics » PART IV

These excerpts taken from the TRXI 10-K filed Feb 23, 2009.

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock trades on the NASDAQ Global Market under the symbol “TRXI.” The following table sets forth, for the period indicated, the range of high and low sales prices for our common stock.

 

     High    Low

Year Ended December 31, 2008:

     

First Quarter

   $ 2.40    $ 1.00

Second Quarter

   $ 1.55    $ 1.21

Third Quarter

   $ 1.51    $ 0.90

Fourth Quarter

   $ 1.14    $ 0.36

Year Ended December 31, 2007:

     

First Quarter

   $ 7.79    $ 3.26

Second Quarter

   $ 4.05    $ 2.86

Third Quarter

   $ 3.54    $ 1.98

Fourth Quarter

   $ 2.62    $ 0.98

As of December 31, 2008, there were approximately 37 holders of record of our common stock. This number does not include beneficial owners of our common stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

We have not paid or declared any cash dividends on our common stock. We currently expect to retain all of our earnings for use in developing our business and do not anticipate paying any cash dividends in the foreseeable future. Future cash dividends, if any, will be paid at the discretion of our board of directors and will depend, among other things, upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and such other factors as our board of directors may deem relevant.

 

Item 6. Selected Financial Data

Not Applicable

 

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Table of Contents
Index to Financial Statements
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion together with our financial statements and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors, including those we discuss under “Risk Factors” and elsewhere in this annual report.

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this section will be set forth in our Proxy Statement for the 2009 Annual Meeting of Stockholders in the sections entitled “Proposal 1—Election of Directors,” “Executive Officers and Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance. Such information is incorporated herein by reference.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report.

PART III

 





Item 10.Directors, Executive Officers and Corporate Governance

SIZE="2">The information required by this section will be set forth in our Proxy Statement for the 2009 Annual Meeting of Stockholders in the sections entitled “Proposal 1—Election of Directors,” “Executive Officers and
Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance” and “Corporate Governance. Such information is incorporated herein by reference.

FACE="Times New Roman" SIZE="2">Code of Ethics

We have adopted the TRX, Inc. Code of Business Conduct and Ethics, which applies to
all of our employees, officers and directors. The Code of Business Conduct and Ethics meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and applies to our Chief Executive Officer, Chief Financial
Officer (who is both our principal financial and principal accounting officer), as well as all other employees, as indicated above. The Code of Business Conduct and Ethics also meets the requirements of a code of conduct under the NASDAQ listing
standards. The Code of Business Conduct and Ethics is posted on our website at www.trx.com under the links “Investor Center—Corporate Governance—Conduct.” We intend to disclose any amendments to the Code of Business Conduct and
Ethics, as well as any waivers for executive officers or directors, on our website at www.trx.com.

 





Item 11.Executive Compensation

Information required by
this Item 11 relating to executive compensation and other matters is set forth under the captions “Executive Compensation” and “Non-Employee Director Compensation” in the Proxy Statement referred to in Item 10 above.
Such information is incorporated herein by reference.

 





Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">Information relating to ownership of our common stock is set forth under the caption “Security Ownership of Certain Beneficial Owners and
Management” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference. Information regarding securities authorized for issuance under our equity compensation plans is set forth under the
caption “Equity Compensation Plan Information” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

STYLE="font-size:18px;margin-top:0px;margin-bottom:0px"> 





Item 13.Certain Relationships and Related Transactions, and Director Independence

FACE="Times New Roman" SIZE="2">Information relating to existing or proposed relationships or transactions between us and any of our affiliates is set forth under the caption “Certain Relationships and Related Transactions” and
“Corporate Governance” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by reference.

 





Item 14.Principal Accountant Fees and Services

Information
relating to our principal accountant’s fees and services is set forth under the caption “Principal Accountant Fees and Services” in the Proxy Statement referred to in Item 10 above. Such information is incorporated herein by
reference.

 


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Table of Contents


Index to Financial Statements


PART IV

 





Item 15.Exhibits and Financial Statement Schedules

(a) Documents filed as
part of this report.

These excerpts taken from the TRXI 10-K filed Mar 11, 2008.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report.

PART IV

 






Item 15.
Exhibits and Financial Statement Schedules

(a) Documents filed as
part of this report.

This excerpt taken from the TRXI 10-K filed Feb 21, 2007.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

(a) Documents filed as part of this report.

This excerpt taken from the TRXI 10-K filed Feb 22, 2006.

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

 

(a) Documents filed as part of this report.

 

1. Consolidated Financial Statements

 

Our consolidated financial statements listed below are set forth in “Item 8—Financial Statements and Supplementary Data” of this report.

 

2. Financial Statement Schedules

 

All schedules to our consolidated financial statements have been omitted because they are not required under the related instruction or are inapplicable, or because we have included the required information in our consolidated financial statements or related notes.

 

3. Exhibits

 

The exhibits filed as part of the Annual Report on Form 10-K and listed on the Exhibit Index immediately preceding such exhibits, which Exhibit Index is incorporated in this Item 15 by reference.

 

(b) Exhibits

 

See Item 15(a) (3) above.

 

(c) Financial Statement Schedules

 

See Item 15(a) (2) above.

 

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