SECURITIES AND EXCHANGE COMMISSION
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): April 3, 2007

FIRSTCITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

 

6400 Imperial Drive
Waco, Texas 76712
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:  (254) 761-2800

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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 April 3, 2007, FirstCity Financial Corporation (the “Company”) received a Staff Determination Notice from The Nasdaq Stock Market indicating that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14) because the Company has not timely filed its Annual Report on Form 10-K for the year ended December 31, 2006, and that its common stock is, therefore, subject to delisting.

The Company plans to appeal this determination and request a hearing before the Nasdaq Listing Qualifications Panel (the “Panel”).  However, there can be no assurance that the Panel will grant the Company’s request for continued listing.  Pending a decision by the Panel, the Company’s common stock will remain listed on the Nasdaq Global Market.

The Company issued a press release in connection with the foregoing matters on April 5, 2007, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits

99.1         Press Release dated April 5, 2007.

 

 

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.

		FIRSTCITY FINANCIAL CORPORATION
Date: April 5, 2007		By:		/s/ J. Bryan Baker
				J. Bryan Baker
				Senior Vice President and Chief Financial Officer

 

 

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated April 5, 2007

 

Exhibit 99.1

NEWS RELEASE

Contact:		James T. Sartain
		800-247-4274 ext. 2900

 

FirstCity Financial Corporation Receives Nasdaq Notice Regarding Delayed Filing of Form 10-K;
Company to Request Hearing Regarding Stock Listing

Waco, Texas April 5, 2007….FirstCity Financial Corporation (NASDAQ: FCFC) today announced that it plans to request a hearing before the Nasdaq Listing Qualifications Panel following the receipt, on April 3, 2007, of a Nasdaq Staff Determination notice indicating that the Company is not in compliance with Nasdaq Marketplace Rule 4310(c)(14), and that its common stock is therefore subject to delisting.  The letter was issued in accordance with Nasdaq procedures because the Company did not timely file its Annual Report on Form 10-K for the year ended December 31, 2006.  There can be no assurance that the Panel will grant the Company’s request for continued listing.  Pending a decision by the Panel, the Company’s common stock will remain listed on The Nasdaq Global Market.

The Company has previously announced that the Audit Committee of the Board of Directors is conducting an independent investigation to review (i) whether FirstCity and its subsidiaries received inadequate compensation, or other improprieties occurred, with respect to the sale of a loan portfolio to a third party, and (ii) FirstCity’s compliance with laws applicable to its foreign operations as a result of allegations against an officer of an affiliate of FirstCity regarding matters that occurred prior to the individual’s becoming an officer of that affiliate.  As a result of this investigation, the Company has delayed filing its Form 10-K for the fiscal year ended December 31, 2006.  The Company plans to become current on its periodic reports required under the Securities Exchange Act of 1934, as amended, as soon as practicable following the completion of the Audit Committee’s independent investigation.

Safe Harbor

Certain statements contained herein that are not historical facts constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties.  The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements.  Among the factors that could cause actual results to differ materially include, but are not limited to, statements relating to the filing of FirstCity’s 2006 Form 10-K and announcement of FirstCity’s financial results for the 2006 fourth quarter and fiscal year; the timing, results and effect of the independent Audit Committee investigation; the outcome of the Company’s planned hearing with Nasdaq and its appeal of any such determination; and the potential delisting of its common stock from The Nasdaq Global Market.  These statements are just management’s expectations and involve risks and uncertainties, such that actual results may differ significantly.  Forward looking statements are made as of the date of this press release and, except as required by law, the Company does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.

FirstCity Financial is a diversified financial services company with operations dedicated to portfolio asset acquisition and resolution with offices in the U.S. and with affiliate organizations in France and Mexico. Its common stock is listed on the NASDAQ Global Select Market System under the symbol “FCFC.”