The story of Premier Laser Systems delisting and ultimate relisting on NASDAQ--as told on the SI thread. Maybe TRBDF's chances of getting relisted aren't as bleak as some would think!
From: +Mama Bear
The halts I have watched have lasted between 2 and 6 months. These were SOLV (1997), PLSIA (1998), and TRBD (1999). Two resulted in delisting, and one (PLSIA) did not. PLSIA's was the longest of the three, due to the fact that they delayed, stonewalled, and appealed. They were initially delisted, but won their appeal. All of these halts were by the Nasdaq, not the SEC. I don't believe the sample is broad enough to draw any but the most general conclusions.
Barb
***************************************************
<<<BALA CYNWYD, Pa.--(BUSINESS WIRE)--May 7, 1998--Notice is hereby given that a class action lawsuit was filed in the United States District Court for the Central District of California, on behalf of all persons who purchased the publicly traded securities of Premier Laser Systems Inc. (''Premier'' or the ''Company''), including Premier's common stock, Class A warrants, Class B warrants, and publicly traded options to purchase common stock, in the open market from May 5, 1997 through April 15, 1998, inclusive (the ''Class Period''). The complaint charges Premier (NASDAQ: PLSIA - news) and certain of its officers and directors with issuing a series of materially false and misleading statements regarding the marketability and profitability of Premier's Centauri Er:Yag dental laser.
The alleged misstatements and omissions were made in an effort to artificially raise the price of Premier common stock so that the Company could raise capital by inducing and/or forcing holders of Premier Class A and Class B warrants to exercise their conversion rights.
In this fashion, the Company was able to raise an additional $36 million from unsuspecting investors who converted their warrants.>>>
*******************************************
Ernst & Young Quits as Outside Auditor
For Premier Laser, Citing Disagreements
By RHONDA L. RUNDLE
Staff Reporter of THE WALL STREET JOURNAL
Ernst & Young LLP said it resigned as the independent auditor for
Premier Laser Systems Inc. because of "serious disagreements" with the
laser maker's accounting practices.
The announcement comes amid mounting questions about the Irvine,
Calif., company, spurred by a sales dispute that erupted last month
between it and Henry Schein Inc. The Melville, N.Y., distributor of dental
and other health-care products claimed it didn't order certain laser
products that Premier Laser apparently booked as sales.
Tuesday, Premier Laser Chairman and Chief Executive Officer Colette
Cozean said: "We are extremely disappointed with Ernst & Young's
decision, since it was made notwithstanding the fact that the company
formed, at Ernst & Young's recommendation, a special committee of
independent directors ... to review accounting issues and has taken steps
to address questions that were raised concerning the company's financial
statements for prior periods, including the disputed transaction with Henry
Schein."
An Ernst & Young spokesman said the New York-based firm acted
because "we had serious disagreements with the company, which led us to
conclude that we could not be effective in our role as auditor. We
specifically disagreed with the limited scope and breadth of their internal
investigation" into questions about financial statements for prior periods.
Premier Laser shares were halted to disseminate the news, and didn't
resume trading Tuesday on the Nasdaq Stock Market. They closed at
$4.1875 Friday.
Premier Laser selected Ernst & Young as its auditor on Feb. 21, 1997,
following a request for proposals from several firms. Price Waterhouse
LLP, Premier Laser's auditor the two preceding years, declined to stand
for reappointment. Premier Laser said in a U.S. Securities and Exchange
Commission filing at the time that there were no disagreements between it
and Price Waterhouse on any matter of accounting principles or practices.
However, it is unusual for a company to change auditors twice in 15
months.
Premier Laser drew widespread attention last May when its Centauri
system became the first dental laser approved by the U.S. Food and Drug
Administration for hard-tissue procedures such as removing decayed
tissue and filling cavities. Many dentists predicted that the Centauri system
would usher in a new era of painless dentistry. Premier's main office was
flooded with calls from dentists eager to learn more about the technology.
It is unclear how many dentists actually have purchased the systems,
priced last May at $39,000 each. Premier Laser "won't discuss that or
their inventory," said Owen Daley, a company spokesman. "They are
building their sales force and continuing to negotiate with Schein to resolve
their differences. There's no question that the product works; it's a
difference of opinion about who was to do what," under the distribution
agreement, he said.
Premier Laser has been hit with several shareholder lawsuits, charging it
with issuing misleading information about its laser sales to inflate its stock
price, among other things. On April 15, the shares fell 20% to $6.9688
after the company said it might have to restate third-quarter revenue
downward to $4.7 million from the reported revenue of $7.2 million, and
that it expected fourth-quarter revenue to be $4.5 million lower than
previous expectations, both because of the Schein dispute.
************************************
This halt is because the SEC requested documents from PLSIA (see press release below). I have only seen this once before, and that was when Solv Ex was halted in July of '97. SOLV was halted for just around 2 months (7/11/97 to 9/18/97), and resumed trading as SOLVQ (the Q means in bankruptcy) on the pink sheets. I don't think that beyond the almost verbatim of the press release that the situations are entirely similar. But this halt could drag out for some time.
Barb
----------------------------------------------------------------------
IRVINE, Calif.--(BUSINESS WIRE)--May 27, 1998--Premier Laser Systems Inc. (Nasdaq NM:PLSIA) Wednesday announced that it has received a request for information from The Nasdaq Stock Market and a notice that Nasdaq has halted trading in the company's common stock pending receipt and review of the information.
Premier Laser said that it will compile the information requested, and will fully cooperate with Nasdaq in its inquiry.
CONTACT:
Allen & Caron Inc.
Matt Clawson (investors)
Owen Daley (media)
949/252-8440
KEYWORD: CALIFORNIA
BW0020 MAY 27,1998
***************************
1. Two big six auditors have bailed,
2. Their largest distributor claims they booked sales by shipping lasers to a freight forwarding warehouse and the distributor never bought the product,
3. They face approximately 10 class action suits, alleging fraud yadda, yadda, yadda,
4. They have made two recent ventures -- OISI and EyeSys, both of which appear to be complete wastes of money and will never be profitable, Dead Companies which could not ever have life brought back by even a competent management team -- which is not IMO the definition of PLSIA's management,
5. They have never turned a profit, and do not appear to have any product currently available or in the pipeline that ever will produce enough sales to make the company profitable,
6. Management and CFO's are fleeing the company like rats abandoning a sinking ship,
7. NASDAQ has initiated an investigation into their activities,
8. The stock has been halted and ....
************************
Friday July 24, 3:40 pm Eastern Time
Company Press Release
Statement By Premier Laser Systems Inc.
IRVINE, Calif.--(BW HealthWire)--July 24, 1998--Premier Laser Systems Inc. (Nasdaq NM:PLSIA - news) Friday
announced that on July 23, 1998, it received correspondence from The Nasdaq Stock Market notifying the company of its
intention to delist its common stock and warrants, effective with the opening of business on July 29, 1998.
Premier Laser intends to request a hearing to appeal this proposed action. Pursuant to Nasdaq rules, a request for a hearing will
have the effect of postponing the proposed delisting of the company until Nasdaq has had an opportunity to hear and consider
the appeal.
The exchange also notified Premier that its Nasdaq symbols will be changed from ''PLSIA'' and ''PLSIZ'' to ''PLSAE'' and
''PLSZE'', respectively, effective with the opening of market on July 27, 1998 to reflect the company's filing status.
Contact:
Allen & Caron Inc.
Matt Clawson (investors)
Owen Daley (media)
714/957-8440
****************************************
Delisting, What, How, Options
Delisting means you do not trade EXCEPT in the pinks. Thus, PLSIA could not trade anywhere but in the pinks until a final decision is made on delisting. BB listing is a possibility but not as I recall until the delisting issue is resolved, and BB listing must first be approved by the NASD - which they can and do deny regularly.
For those of you not familiar with the pinks, they are a daily printed publication (pink) of which all the pink sheet traded companies are found. All of a company's MM's are listed in these pinks sheets and to buy or sell a pink sheet stock, you call your broker who calls all the MM's who give them their B&A and he then selects the best B or A depending on if you are a buyer or seller.
Being in the pinks is death to a company. You can climb out of the pinks, but generally it takes a major clean-up.
Now, PLSIA can appeal the delisting which likely they will lose. NASDAQ is setting precedents - they don't allow management to screw over shareholders. PLSIA has no independent board and fails to meet a bunch of the other criteria that would clean them up and therefore, the chance of them winning an appeal is IMO 1 in 100.
What's their next option?
Next, their market makers can request listing PLSIA on the NASDAQ BB system in which there is a quote that can be found by punching in a symbol. BB would be PLSIA's best alternative to NASDAQ listing, but approval is not considered a given by any means.
Again, a case would need to be made (argument in the request), why the company should be traded BB. Without big changes - independent board, independent audit review committee, conflict of interest resolution committee and salary committee, (all independent), there is a very good chance the company will not be given permission to trade BB.
*******************************
<<<If I interpret your posting correctly, then PLSIA (like many others) was NASDAQ listed before the listing criteria changed and was grandfathered despite not meeting the changed criteria? >>>
No, that is not my opinion for their de-listing. IMO they were delisted due to a clause that reads something like - it would be in shareholders best interests. IMO, In other words because the company had done things that looked like they were trying to manipulate the stock. (remember the HYPE announcements?). That combined with the accounting problems would IMO be the reason for delisting.
I stand corrected on the independent board issue - it appears PLSIA does have an independent board, but other problems with the ability to issue voting stock to maintain control are a big problem.
**********************
RELISTED BACK ON NASDAQ 10/22/98
Reinstated After Extensive NASDAQ Review
Symbol PLSAE; Last Traded May 26th at 4 3/16
Thursday, October 22, 1998 - Trading in Premier Laser Systems (PLSAE) will resume today following a 5 month hiatus
Subject 7600
********************************************************
CT |
