SAN ANTONIO, March 30 /PRNewswire-FirstCall/ -- Argyle
Security, Inc., (OTC Bulletin Board: ARGL) (the "Company"), a
service and solutions provider in the physical and electronic
security industry, announced that it has voluntarily deregistered
its common stock, warrants and units consisting of common stock and
warrants and suspended its reporting obligations under the federal
securities laws by filing today a Form 15 with the Securities and
Exchange Commission ("SEC"). The Company is eligible to
deregister these securities because it has fewer than 300 holders
of record of each class of these securities.
Upon the filing of the Form 15, the Company's obligation to file
certain reports with the SEC, including Forms 10-K, 10-Q and 8-K,
will be suspended immediately, and deregistration of the securities
is expected to be effective within 90 days after the filing of the
Form 15.
The Company is taking these actions consistent with its
heightened focus on cash management and cost and expense
containment initiatives stemming from its 2009 financial results
that it plans to submit to the OTC Disclosure and News Service not
later than mid April 2010 as
described below. Deregistration is expected to reduce
significant financial and administrative burdens associated with
being a SEC reporting company and related regulatory compliance
under the Sarbanes-Oxley Act of 2002 ("SOX"), including under
Section 404 of SOX that is currently scheduled to be applicable to
the Company this year. As a result of deregistration of its
securities, the Company will not conduct the proposed rights
offering to purchase shares of its common stock as previously
reported by the Company. In addition, the Company has no
current plans to conduct any other "qualified equity offering" as
previously described and reported by the Company in connection with
its December 2009 refinancing
transactions.
In connection with the Company's decision to deregister its
securities, the Company and its independent director negotiated a
limited standstill agreement through the end of 2010, subject to
certain exceptions, with the Company's largest stockholder.
In addition, the Company agreed to provide annual and
quarterly financial statements through the OTC Disclosure and News
Service at least through its 2010 annual financial statements.
The Company plans to submit its audited financial statements
for the year ended December 31, 2009
for dissemination on the OTC Disclosure and News Service not later
than mid April 2010. Due to its
prior SEC reporting and the reporting of its annual and quarterly
financial statements through the OTC Disclosure and News Service,
the Company anticipates that its common stock, units and warrants
will continue to be eligible to be quoted on the Pink Sheets in the
near term, however, there can be no assurances that any broker will
make a market in the Company's common stock or other
securities.
Sam Youngblood, the President and
Chief Executive Officer of the Company, commented: "After careful
consideration, the Company took this action because we believe that
the costs associated with being a SEC reporting company
significantly outweigh the benefits to the Company and our
stakeholders, particularly in light of the Company's size, small
market capitalization and thin trading of our securities."
About Argyle Security, Inc.
Based in San Antonio, TX,
Argyle is a provider of services
and solutions in the physical electronic security industry.
Argyle's Corrections division is
the controlling entity for business units consisting of ISI, PDI,
Com-Tec and MCS, and is one of the nation's largest providers of
detention equipment products and service solutions, as well as
turnkey, electronic security systems. These systems include unique
engineering competencies and proprietary software products.
Argyle's Commercial division,
consisting of MCS-Commercial Fire & Security and MCS Federal
Systems focuses on the commercial security sector and provides
turnkey, electronic security systems to the commercial and
government markets. Please visit www.argylesecurity.com for
additional information on Argyle.
Safe Harbor
Certain statements in this press release constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, as amended. When used in
this press release, words such as "will," "believe," "expect,"
"anticipate," "encouraged," "foresees," "forecasts," "estimates"
and similar expressions, as they relate to the company or its
management, as well as assumptions made by and information
currently available to the Company's management identify
forward-looking statements. The forward-looking statements are
subject to risks and uncertainties, including the Company's ability
to successfully implement its cash management and cost and expense
containment initiatives, the Company's ability to have its common
stock or other securities traded on the Pink Sheets, the scope and
timing of reporting future financial results, downturns in economic
conditions generally, the Company's business or the state of the
corporate credit markets. Consider these factors carefully in
evaluating the forward-looking statements. The risk factors listed
in the Company's Form 10-K for the year ended December 31, 2008 and subsequently filed Forms
10-Q and 8-K or the information submitted to and disseminated by
the OTC Disclosure and News Service also provide, or will provide,
examples of risks, uncertainties and events that could cause actual
results to differ materially from those contained in
forward-looking statements. The forward-looking statements made
herein are only made as of the date of this press release and the
Company undertakes no obligation to publicly update such
forward-looking statements and is not responsible for changes made
to this press release for Internet or wire services.
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CONTACT:
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Argyle Security, Inc.
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Sam Youngblood, President and CEO of Argyle
Security, Inc.
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(210) 495-5245
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http://www.argylesecurity.com
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SOURCE Argyle Security, Inc.