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This excerpt taken from the TRIS 8-K filed Aug 24, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Aug 11, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Jun 8, 2009. (Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (678) 808-1540
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):
As previously disclosed on the Current Report on Form 8-K filed by Tri-S Security Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on August 26, 2008, The Nasdaq Stock Market LLC (the “NASDAQ”) notified the Company on August 20, 2008, that it was not in compliance with NASDAQ Marketplace Rule 4310(c)(3) (the “Rule”). The Rule requires the Company have a minimum of $2,500,000 in stockholders’ equity. On September 4, 2008, the Company provided the NASDAQ with a plan (the “Compliance Plan”) to achieve and sustain compliance with all requirements of continued listing on The Nasdaq Capital Market, including the time frame for completion of the Compliance Plan. Based on its review of the Compliance Plan, the NASDAQ granted the Company’s request for an extension until December 3, 2008, to regain compliance with the Rule. On December 4, 2008, the Company received a determination letter from the NASDAQ indicating that the Company had failed to regain compliance with the Rule, and that the Company’s securities were, therefore, subject to delisting from The Nasdaq Capital Market. The Company appealed the NASDAQ’s determination and requested a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”) to review such determination. The appeal and request for hearing before the Panel stayed the delisting of the Company’s securities pending the Panel’s decision. On June 3, 2009, the Company received written notification from the NASDAQ that the Panel has determined to delist the Company’s securities from The Nasdaq Capital Market, effective as of the open of business on Friday, June 5, 2009, as a result of the Company’s noncompliance with the Rule. On June 5, 2009, the Company issued a press release disclosing the delisting of its securities from The Nasdaq Capital Market. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
This excerpt taken from the TRIS 10-Q filed May 15, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed May 15, 2009. (Exact name of registrant as specified in its charter)
These excerpts taken from the TRIS 10-K filed Apr 30, 2009. (Exact Name of Registrant as Specified in Its Charter)
(Exact
This excerpt taken from the TRIS 10-Q filed Apr 14, 2009. (Exact name of registrant as specified in its charter)
These excerpts taken from the TRIS 10-K filed Apr 14, 2009. (Exact name of registrant as specified in its charter)
(Exact
This excerpt taken from the TRIS 10-Q filed Apr 14, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 10-Q filed Apr 14, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Apr 10, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Mar 25, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Mar 13, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Mar 3, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Jan 7, 2009. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Dec 29, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Dec 18, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Dec 10, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 10-Q filed Nov 14, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Nov 14, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Nov 6, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Oct 17, 2008. (Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (678) 808-1540 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):
On October 16, 2008, Tri-S Security Corporation (the “Company”) entered into a Director Designation Agreement (the “Agreement”) with Select Contrarian Value Partners, L.P., a holder of a 10% Convertible Promissory Note issued by the Company (the “Existing Note”) and a beneficial owner of greater than 5% of the Company’s common stock (“Select Contrarian”). Pursuant to the Agreement, the Company has agreed to: (i) increase the size of its Board of Directors (the “Board”) from four (4) to six (6) members, with the vacancies created by such increase to be apportioned among the Company’s director classes in accordance with applicable law; (ii) elect two (2) persons designated by Select Contrarian to fill the vacancies created by such increase (together, the “Designees”); (iii) give Select Contrarian the right to appoint one (1) Designee to serve on each of the committees of the Board; and (iv) use its reasonable efforts to cause the Board to continue to include the Designees on the Board until the Agreement terminates. The Company is required to make these changes to the Board no later than two weeks after the Company’s receipt of notice from Select Contrarian, subject to the effectiveness of the Agreement. Notwithstanding the foregoing, the Company is not required to make any of these changes to the Board unless each of the Designees: (i) is “independent” for purposes of the NASDAQ Stock Market listing standards; (ii) agrees to resign from the Board effective on the date on which the Agreement terminates; and (iii) submits to the Company a written notice to such effect in connection with such Designee’s election to the Board. In addition, the Company is not required to appoint any Designee to any Board committee unless such Designee possesses the qualifications to so serve as required by the NASDAQ Stock Market listing requirements, the rules and regulations of the Securities and Exchange Commission (the “SEC”), and the provisions of the applicable committee charter. The Agreement will become effective upon the completion of the exchange offer contemplated by the Company’s tender offer statement on Schedule TO, initially filed with the SEC on August 20, 2008, as amended (the “Exchange Offer”); provided, however, that Select Contrarian must tender its Existing Notes in the Exchange Offer. The Agreement will terminate at such time as (i) the Company has satisfied its obligations to Select Contrarian under the new promissory note to be issued to it by the Company upon completion of the Exchange Offer or (ii) Select Contrarian no longer holds such new note, whichever is earlier.
The Company and Ronald G. Farrell, the Company’s Chief Executive Officer, have agreed to amend his employment agreement if the Exchange Offer is completed and Select Contrarian tenders its Existing Notes in the Exchange Offer. If these conditions are satisfied, Mr. Farrell’s employment agreement will be amended promptly after the completion of the Exchange Offer: (i) to reduce his annual salary by (a) 25% during the period from January 1, 2009 through June 30, 2009 and (b) 50% during the period from July 1, 2009 through June 30, 2010; and (ii) to provide a grant to Mr. Farrell of (a) 100,000 shares of the Company’s common stock on the date the amendment to his employment agreement is executed and (b) 81,406 shares of the Company’s common stock on January 1, 2009. Each of these grants, if made, shall vest in equal installments on April 1, 2009, July 1, 2009 and October 1, 2009 and shall be made under, and pursuant to the terms of, the Company’s 2004 Amended and Restated Stock Incentive Plan. Notwithstanding the foregoing, any reduction in Mr. Farrell’s annual salary shall not affect the calculation of bonus, severance or other amounts which Mr. Farrell is entitled to receive, and which are calculated with reference to Mr. Farrell’s “base salary”, under his employment agreement and such bonus, severance and other amounts will be calculated and made as if such reduction in Mr. Farrell’s annual salary had not occurred.
This excerpt taken from the TRIS 8-K filed Oct 14, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Sep 18, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Aug 26, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 10-Q filed Aug 14, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed Aug 13, 2008. (Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: (678) 808-1540 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):
The information in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or document pursuant to the Securities Act of 1933, as amended. On August 12, 2008, Tri-S Security Corporation (“Tri-S Security”) issued a press release announcing its results for the second quarter of 2008. A copy of that press release is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.1 to this Current Report contains Tri-S Security’s calculations regarding EBITDA, as adjusted (calculated as earnings before interest, taxes, depreciation, amortization, start-up costs on new contracts, non-cash stock-based compensation and certain other incomes/expenses), which is a “non-GAAP financial measure” as defined in Item 10 of Regulation S-K. Exhibit 99.1 also contains a quantitative reconciliation of EBITDA, as adjusted, to net loss, the measure which Tri-S Security believes is the most directly comparable financial measure calculated in accordance with generally accepted accounting principles in the United States. Tri-S Security’s management believes that EBITDA, as adjusted, is useful to the investment community because it reflects a convention or standard measure of liquidity, profitability and performance commonly used in the security services industry for comparability purposes. In addition, the management of Tri-S Security uses EBITDA, as adjusted, as a measurement of the operating performance of the business.
This excerpt taken from the TRIS 8-K filed Aug 5, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 10-Q filed May 14, 2008. (Exact name of registrant as specified in its charter)
This excerpt taken from the TRIS 8-K filed May 6, 2008. (Exact name of registrant as specified in its charter)
These excerpts taken from the TRIS 10-K filed Apr 29, 2008. (Exact Name of Registrant as Specified in Its Charter)
(Exact Name of Registrant as Specified in Its Charter)
This excerpt taken from the TRIS 8-K filed Apr 2, 2008. (Exact name of registrant as specified in its charter)
These excerpts taken from the TRIS 10-K filed Mar 31, 2008. (Exact Name of Registrant as Specified in Its Charter)
(Exact Name of Registrant as Specified in Its
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