UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
May 31, 2007
Rockford Corporation
(Exact name of registrant as specified in its charter)
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| Arizona
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000-30138
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86-0394353 |
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(Commission File Number)
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(IRS Employer |
| Incorporation)
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Identification No.) |
600 South Rockford Drive
Tempe, Arizona 85281
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:
(480) 967-3565
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
On May 31, 2007, Rockford received notice from the Nasdaq Stock Market that Nasdaq has
approved Rockford’s application to transfer the listing of its common stock from the Nasdaq Global
Market to the Nasdaq Capital Market. Rockford’s common stock will begin trading on the Nasdaq
Capital Market, and will cease trading on the Nasdaq Global Market, at the opening of business on
June 4, 2007.
Nasdaq’s approval was granted to Rockford pursuant to Rockford’s application to transfer the
listing. The application was made by Rockford in response to Nasdaq’s notice of May 10, 2007, that
Rockford did not comply for the quarter ended March 31, 2007, with the $10 million minimum
stockholders’ equity requirement established by Nasdaq Marketplace Rule 4450(a)(3) for continued
inclusion on the NASDAQ Global Market. Rockford announced the Nasdaq notice in a press release
dated May 10, 2007, and furnished the press release in a Form 8-K filed with the Commission on May
11, 2007.
Rockford complies with the requirements for listing on the Nasdaq Capital Market and
determined that a transfer of its listing to that market was in its best interest.
Item 7.01. Regulation FD Disclosure.
On
May 31, 2007, Rockford issued a news release announcing that the Nasdaq Stock Market has approved
its application to transfer the listing of its common stock to the Nasdaq Capital Market. A copy
of the news release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) The following exhibit is furnished herewith:
99.1 News release of Rockford dated May 31, 2007, “Rockford Corporation Transfers Stock
Listing to the Nasdaq Capital Market.”