From the latest quarterly report(possible NASDAQ delisting on Dec. 26):
Potential Delisting from NASDAQ National Market System; Application of Rule 15g- 9 and Penny Stock Rules
The Company's common stock is listed on the NASDAQ National Market System. In order to remain listed on the NASDAQ, an issuer must comply with the "continued listing criteria" established by the NASDAQ. These criteria include, among others, (i) net tangible assets of $4 million, (ii) a public float of 750,000 shares with market value of $5 million, (iii) 400 shareholders, (iv) two market makers, and (v) a minimum bid price requirement of $1.00 per share. Since August 14, 1998, the
Company has not met the minimum bid price criterion for continued listing. NASDAQ has informed the Company that if it does not meet this requirement by December 26, 1998, NASDAQ will delist the Company's securities from the NASDAQ National Market System.
If delisted from the NASDAQ National Market System, the Company would seek to list its securities on another securities exchange. If the Company were unable to meet the eligibility requirements for such an exchange, trading of the Company's securities could continue only on the OTC Bulletin Board or in the non-NASDAQ over-the-counter market. Because real-time price information may no longer be available, an investor is likely to find it more difficult to dispose of, or obtain accurate quotations on the market value of, the Company's securities.
In addition, purchases and sales of the Company's securities may be subject to Rule 15g-9 of the Exchange Act. This Rule imposes various sales practice requirements on broker-dealers who sell securities governed by the Rule to persons other than established customers and accredited investors (generally institutions with assets exceeding $5 million or individuals with a net worth exceeding $1 million or annual income exceeding $200,000 or $300,000 jointly with their spouse). For
transactions covered by Rule 15g-9, the broker-dealer must specially determine the purchaser's suitability and obtain the purchaser's written consent before the sale. Application of his Rule is likely
to adversely affect the ability of broker-dealers to sell the Company's securities, the salability of the securities in the secondary market and the ability of the Company to raise funds.
The Company's securities may also become subject to penny stock rules, which could have a material adverse effect on their market liquidity. The Securities and Exchange Commission regulates broker-dealer practices in connection with transactions in "penny stocks," which generally are equity securities priced at less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that the exchange or system gives current price and volume information). The penny stock rules require a broker-dealer, before trading in a penny stock not exempt from the rules, to give the customer a standardized document
providing information about penny stocks and the risks in the penny stock market, current bid and offer quotations for the penny stock, and a statement of the compensation of the broker-dealer and its salesperson in the transaction. The broker dealer must also provide monthly account statements showing the market value of each penny stock held in the customer's account. If NASDAQ delists the Company's securities and its common stock continues to trade below the $5.00
per share threshold, the Company's securities may fall within the definition of penny stocks. If the penny stock rules were to apply, these disclosure requirements are likely to reduce the level of
trading activity in the secondary market for the Company's securities and make selling the securities more difficult for an investor. |
