Singing Machine Receives Notice of Delisting; Intends to Seek Trading on Over-the-Counter Bulletin Board
June 29 2009 - 6:12PM
PR Newswire (US)
COCONUT CREEK, Fla., June 29 /PRNewswire-FirstCall/ -- The Singing
Machine Company, Inc. ("Singing Machine" or the "Company") (NYSE
Amex: SMD) announces that effective immediately it will seek to
have its common stock quoted on the Over-the-Counter bulletin board
("OTC BB"). On June 23, 2009 the Company received a written
delisting notice from the NYSE Amex LLC (the "Amex" or "Exchange")
informing the Company that it intends to file a delisting
application with the Securities and Exchange Commission ("SEC"),
pursuant to Section 1009(d) of the Amex Company Guide. The letter
cites the Company for non-compliance with one or more continued
listing standards of the Exchange including the Company's
non-compliance with Section 1003(a)(ii) of Amex Company Guide with
stockholders' equity of less than $4,000,000 and losses from
continuing operations in three of its four most recent fiscal
years. The letter also cites the Company's failure to address its
low selling price and to perform a reverse stock split recommended
by Amex in accordance with Section 1003(f)(v). Additionally, the
Amex Staff stated that the Company had demonstrated a pattern of
non-compliance and an inability to sustain compliance over the long
term and that the Amex Staff had been unable to substantiate the
Company's major initiative to regain compliance. The delisting
notice provided that the Company has until Monday, June 29, 2009 to
appeal the decision, after which time the Amex Staff's decision
will become final. The Company believes that Amex's insistence to
perform a reverse stock split is subjective and does not consider
the current turmoil in the economic and stock markets. Management
also believes performing a reverse stock split would significantly
harm the Company and diminish stockholders' value. Despite this,
the Company has elected not to appeal the decision and intends to
seek admission to the OTC bulletin board effective immediately for
the following reasons: (a) Due to being listed on the Amex, the
Company has incurred substantial annual listing fees, additional
listing application fees, and professional service fees which can
approach six-figures each year; (b) The OTC BB requires no annual
listing fees or additional listing application fees; (c) Management
believes that performing a reverse stock split as requested by the
Exchange is not in the best interest of the Company or its
stockholders; (d) Management believes it will have closer, more
personal contact with its market makers and stockholders in
connection with the OTC BB. The Company expects its last day of
trading its common stock on the Exchange will be on or about July
6, 2009, however such date is approximate due to various
administrative schedules at the Exchange and the SEC. The Company
intends to have its common stock quoted on the OTC BB shortly after
trading is suspended on the Exchange, although it cannot provide
any assurances in this regard. Stockholders may address questions
to the Company's general counsel, Gary Atkinson, at (954) 596-1000.
Tony Handal, CEO states, "We do not see the Exchange's decision as
bad news or in any way indicative of the health of the Company. As
a relatively small company, the market for our securities was
fairly thin even on the Exchange. Given this, when weighing the
costs and the benefits of remaining listed on the Exchange, I
believe the costs far exceed the benefits we received. Management
will be free to focus on operations and we will experience
substantial cost savings each year. In addition, we will continue
to be a fully reporting company with the SEC. I am confident that
our stockholders' and investors' interests will continue to be
satisfied on the OTC BB." About The Singing Machine Incorporated in
1982, The Singing Machine Company develops and distributes a full
line of consumer-oriented karaoke machines and music under The
Singing Machine(TM), Bratz(TM), SoundX(TM), and Sound X Kids(TM)
and other brand names. The first to provide karaoke systems for
home entertainment in the United States, The Singing Machine sells
its products in North America, Europe and Australia.
Forward-Looking Statements This press release contains
forwardlooking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forwardlooking
statements are based on current expectations, estimates and
projections about the Company's business based, in part, on
assumptions made by management and include, but are not limited to
statements about our financial statements for the fiscal year ended
March 31, 2009. These statements are not guarantees of future
performance and involve risks and uncertainties that are difficult
to predict. Therefore, actual outcomes and results may differ
materially from what is expressed or forecasted in such
forwardlooking statements due to numerous factors, including the
risks that our vendors in China may not ship our products on the
scheduled basis and that we will have sufficient cash flow to
finance our working capital needs in the remaining periods of this
fiscal year. In addition, you should review our risk factors in our
SEC filings which are incorporated herein by reference. Such
forwardlooking statements speak only as of the date on which they
are made and the company does not undertake any obligation to
update any forwardlooking statement to reflect events or
circumstances after the date of this release.
http://www.singingmachine.com/ DATASOURCE: The Singing Machine
Company, Inc. CONTACT: Gary Atkinson, +1-954-596-1000, Web Site:
http://www.singingmachine.com/
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