Did any of you read the news release?
"The Company believes that it has taken the requisite steps to correct the deficiencies in its internal controls that gave rise to the restatements of prior financial periods and the inability of its auditors to perform a SAS 71 review of the interim financial information."
Finger pointing?
Sincerely,
Wade
Monday November 6, 7:00 pm Eastern Time
Press Release
Southwall Announces Decision of Nasdaq Panel to Continue Listing of Southwall Common Stock Subject to Timely Filing of Third Quarter Form 10-Q
PALO ALTO, Calif.--(BUSINESS WIRE)--Nov. 6, 2000--Southwall Technologies Inc. (Nasdaq:SWTXE - news) announced today that Nasdaq has informed Southwall of its decision to continue the listing of Southwall's common stock on the Nasdaq National Market, contingent upon Southwall's filing of its Form 10-Q for the quarter ended October 1, 2000 on or before November 16, 2000. As part of its decision, Nasdaq has required that such filing contain a statement evidencing that Southwall's independent auditors have conducted a review of the Company's interim financial statements in accordance with the Statement on Auditing Standards No. 71 (SAS 71). The trading halt in Southwall's common stock, which has been in effect since August 2000, will remain in effect until such filing is made and Nasdaq confirms that all other requirements for listing continue to be met.
Southwall, under the leadership of its new Chief Financial Officer, Robert R. Freeman, is in the process of closing its books for the quarter ended October 1, 2000, so as to permit review of the Company's third quarter financial information in accordance with SAS 71 by its independent auditors. The Company believes that it has taken the requisite steps to correct the deficiencies in its internal controls that gave rise to the restatements of prior financial periods and the inability of its auditors to perform a SAS 71 review of the interim financial information.
``We are pleased with Nasdaq's decision,'' said Thomas G. Hood, Southwall's Chief Executive Officer. ``We are currently preparing the Form 10-Q for our third quarter and are hopeful that our auditors will be in a position to conduct the necessary SAS 71 review. We believe that Nasdaq's decision represents another positive step in our efforts to put the issues of the past few months behind us.''
Nasdaq suspended trading of shares of Southwall's common stock in August 2000 after the Company announced the need to restate prior periods. On September 22, 2000, representatives of Southwall attended a hearing before a Nasdaq panel on whether Southwall's stock should continue to be listed. On October 2, 2000, the Company filed its Form 10-Q for its quarter ended June 30, 2000, and restated its financial statements for the year ended December 31, 2000, and the quarter ended April 2, 2000.
A SAS 71 review of quarterly financial information is required by SEC Rule 10-01(d). It consists principally of applying analytical procedures to financial data and making inquiry of persons responsible for financial and accounting matters; such procedures are substantially less in scope than those required for an audit.
About Southwall Technologies Inc.
Southwall Technologies (www.southwall.com) designs and produces technologically advanced thin film coatings that selectively absorb, reflect or transmit electromagnetic radiation. Southwall products are used in a number of architectural, automotive and electronic products to enhance optical and thermal performance characteristics, improve user comfort and reduce energy costs. Southwall exports advanced thin film coatings to over 25 countries around the world for use in products manufactured by such companies as Audi, BMW, DaimlerChrysler, Renault, Peugeot-Citroen, Volvo, Mitsubishi Electric, and Samsung.
This press release may contain forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995), including, without limitation, statements regarding the Company's expectations, beliefs, intentions or strategies regarding the future. All forward-looking statements in this press release are based on information available to the Company on the date hereof, and the Company assumes no obligation to update any such forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those presented. These risks include the possibility that the Company may not timely file its Form 10-Q for the quarter ended October 1, 2000, that its auditors may determine that they are unable to conduct a SAS 71 review, that Nasdaq may reconsider its decision based on a material change in the Company's financial or operational character, or that the Nasdaq Listing and Hearing Review Council (the ``Review Council'') may determine to review the decision to permit the Company's securities to continue to be listed and to resume trading, in which event the Review Council could modify, reverse, dismiss or remand the decision, as well as risks associated with its failure to meet covenants under credit facilities and strains on the Company's liquidity. Further risks are detailed in the Company's filings with the Securities and Exchange Commission, including those set forth in the Company's most recent Form 10-K/A.
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Contact:
Southwall Technologies
Thomas G. Hood, 650/962-9111 (President and CEO)
thood@southwall.com
Robert R. Freeman, 650/962-9111 (Sr. VP and CFO)
bfreeman@southwall.com
www.southwall.com |
