Simclar Inc. Announces Intent to Voluntarily Delist and Deregister its Common Shares
December 09 2008 - 3:19PM
PR Newswire (US)
HIALEAH, Fla., Dec. 9 /PRNewswire-FirstCall/ -- Simclar, Inc.
(NASDAQ: SIMC), a multi-plant electronics contract manufacturer,
announced today that it has notified the Nasdaq Stock Market of its
intent to voluntarily delist its common shares from the Nasdaq
Capital Market, and that it intends to voluntarily deregister its
common shares under the Securities Exchange Act of 1934 and cease
filing reports with the Securities and Exchange Commission. The
Company recently regained compliance with Nasdaq continued listing
requirements when it filed its Forms 10-Q for the quarters ending
June 30 and September 30, 2008, following an earlier delay in the
filing of its second quarter 2008 Form 10-Q. However, the Company's
efforts to regain compliance with its SEC reporting obligations and
Nasdaq listing requirements, along with its ongoing cost reduction
efforts, prompted it to reconsider the relative costs and benefits
of its remaining as a listed company. The Company, which is a 73.4%
owned subsidiary of Simclar Group Limited, a private UK company,
incurs substantial costs on an annual basis as a consequence of its
Nasdaq listing and compliance with SEC reporting requirements,
including legal, accounting and other professional fees, while
realizing only intangible benefits. The Company has fewer than 300
record holders of its common shares, and therefore is eligible to
deregister its common shares under the Securities Exchange Act of
1934 and exit the SEC's periodic reporting system. The Company's
common shares are thinly traded and the Company's board of
directors has concluded that the benefits of having its common
shares listed and registered outweigh the substantial costs.
Management believes that the cost reductions inherent in delisting
and deregistering its shares will benefit the Company, its
shareholders, customers and suppliers, and ultimately will serve to
maximize the value of the Company. The Company expects that it will
file with the SEC a Form 25 relating to the delisting of its common
shares on or about December 19, 2008, with the delisting of its
common shares taking effect ten days thereafter. Accordingly, the
Company expects that the last day of trading of its common shares
on the Nasdaq Capital Market will be on or about December 29, 2008.
On the effective date of the delisting, the Company plans to file a
Form 15 to deregister its common shares under Section 12(g) of the
Securities Exchange Act, which it is eligible to do because there
are fewer than 300 record holders of its common shares. Upon filing
of the Form 15, the Company's obligation to file periodic reports
with the SEC, including Forms 10-K, 10-Q and 8-K, will be
immediately suspended. The Company expects that the deregistration
of its common shares will become effective 90 days after the filing
of the Form 15 with the SEC. The Company intends to continue
reporting to its shareholders as required by Florida law and the
Company's bylaws. The Company anticipates that following delisting
its common shares will be quoted on the Pink Sheets(R), a
centralized electronic quotation service for over-the-counter
securities, so long as market makers demonstrate an interest in
trading in the Company's common shares. However, the Company can
provide no assurance that trading in its stock will continue in the
Pink Sheets or in any other forum. Visit Simclar, Inc. at its
website, http://www.simclar.com/ for more information about the
Company. DATASOURCE: Simclar, Inc. CONTACT: Stephen P. Donnelly,
Simclar, Inc., Hialeah, +1-937-220-9777, ext. 147 Web site:
http://www.simclar.com/
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