To: KHS who wrote (115 ) 3/7/1999 12:48:00 PM From: DWEB IR Respond to of 189
K - As you can see from the NASDAQ web site, there is a series of compliance hurdles to get over to obtain a NASDAQ listing:nasdaq-amex.com Many of them fall under the general category of Corporate Governance: This is from the NASDAQ site: Adoption of Corporate Governance Requirements A summary of the corporate governance requirements for companies listed on The Nasdaq SmallCap Market are presented below. Distribution of annual and interim reports A minimum of two independent directors An audit committee, a majority of which are independent directors An annual shareholder meeting Quorum requirement Solicitation of proxies Review of conflicts of interest Shareholder approval for certain corporate actions Voting Rights The 3rd requirement of an "independent" audit committee, which has full control of which Public Accounting firm to engage for the purpose of Certifying the Companies financial statements, implies full SEC reporting is one of them. This is one of the most difficult to get over because it affects the day-to-day operation of the business. The burden of 'public reporting' is pretty heavy for a small company and the resources consumed: internal financial reporting infrastructure plus external Legal & Accounting, is disproportionately expensive. The transition from non-reporting to reporting is difficult and expensive, partly because of the need to reach back 2 years in history (if applicable) and produce audited financial statements from whatever records might be available, (we endured this process through much of 1997). Now that you've brought up a Corporate Governance issue, in the interest of 'absolute accuracy', we need to further clarify a previous post. Technically, there are some minor Corporate Governance issues, that today DWEB is governed by New Jersey Law (our state of incorporation), that DWEB needs to amend to obtain a listing because NASDAQ maintains a higher standard than NJ Corporate Law does. Since our Board of Directors have accepted these amendments in the past, pending NASDAQ approval, we consider them moot as a requirement issue, so we didn't bother to mention them before. DWEB IR is the official voice of DWEB. In fact DWEB IR is the Investor Relations Department of DynamicWeb Enterprises, Inc. Additionally, this is not an offer to sell or a solicitation to buy DynamicWeb securities. For additional information, see the Company's periodic SEC filings which can be found at www.sec.gov (edgar data base).