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): July 12, 2007

FIRSTCITY FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

 

033-19694

 

76-0243729

(State of incorporation)

 

(Commission File No.)

 

(IRS Employer Identification No.)

 

 

 

 

 

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 July 12, 2007, First City Financial Corporation (the “Company”) received notice from a NASDAQ Listing Qualifications Panel that it had determined to grant the request of the Company for continued listing on The NASDAQ Stock Market, subject to certain conditions set forth in the notice and described in the attached press release.  The Company’s stock will continue to trade on the NASDAQ Global Select Market under the symbol “FCFC” during the exception period. 

The Company issued a press release on July 17, 2007 to announce that it had received the notice.  A copy of the press release issued on July 17, 2007 is attached hereto as Exhibit 99.1 and is incorporated in this Item 3.01 by reference herein.

Item 9.01                        Financial Statements and Exhibits.

(d)           Exhibits

99.1         Press Release dated July 17, 2007.

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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: July 17, 2007

By:

/s/ J. Bryan Baker

 

 

 

J. Bryan Baker

 

 

Senior Vice President and Chief Financial Officer

 

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EXHIBIT INDEX

Exhibit No.

 

Description

99.1

 

  Press Release dated July 17, 2007

 

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Exhibit 99.1

NEWS RELEASE

Contact: Suzy W. Taylor

866-652-1810

FirstCity Financial Corporation Announces Continued Listing on NASDAQ

Waco, Texas July 17, 2007…..FirstCity Financial Corporation (NASDAQ FCFC) today announced that it has received notice that a NASDAQ Listing Qualifications Panel has determined to grant the request of the Company for continued listing on The NASDAQ Stock Market, subject to certain conditions, which include the following:

·                  On or about July 19, 2007, the Company must provide NASDAQ with certain specified information relating to the internal investigation, the existence of which was previously disclosed on March 13, 2007;

·                  On or before August 17, 2007, the Company must file its Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the “Annual Report”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (the “Quarterly Report”); and

·                  The Company must also be able to demonstrate compliance with all other requirements for continued listing on The NASDAQ Stock Market.

Currently, the Company plans to file the Annual Report by July 23, 2007, and the Quarterly Report as promptly as practicable thereafter; however, it can provide no assurances that the Annual Report will be filed with the Securities and Exchange Commission by July 23, 2007.

As previously disclosed, the Company received NASDAQ Staff Determination letters relating to the Company’s failure to timely file the Annual Report and Quarterly Report. The letters indicated that, due to such delinquencies, the Company’s securities would be delisted from The NASDAQ Stock Market unless a hearing was requested.  The Company requested a hearing, which it attended on May 31, 2007.

The Company’s stock will continue to trade on the NASDAQ Global Select Market under the symbol “FCFC” during the exception period.

Forward-Looking Statements

This press release contains statements that are forward-looking in nature, including, without limitation, the timing and filing of the 2006 Form 10-K and the Company’s Form 10-Q for the quarter ended March 31, 2007 and the effect of these matters on the financial condition or results of operations as disclosed in FirstCity’s financial statements.  Certain statements in this press release, which are not historical in fact, including, but not limited to, statements relating to future performance or results of the investigation, may be deemed to be forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may project, indicate or imply future results, performance or achievements, and may contain the words “expect”, “intend”, “plan”, “estimate”, “believe”, “will be”, “will continue”, “will likely result”, and similar expressions. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected.

The forward-looking statements in this press release are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may vary, perhaps materially, from those contained or suggested by these statements. More information on risks and uncertainties related to FirstCity and its business may be found in its quarterly and annual reports filed with the United States Securities and Exchange Commission. FirstCity assumes no obligation and does not intend to update any forward-looking statements, whether as a result of new information, future events or otherwise

The Company 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.”