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SMALL BUSINESS
Jaco Electronics Informs Nasdaq of Intent to Withdraw Shares from Listing and Registration
Business Wire
Jaco Electronics, Inc. (Nasdaq: JACO), a global distributor and
integrator of customized flat panel display solutions, today announced
that it intends to file an application on Form 25 with the Securities
and Exchange Commission (“SEC”) to voluntarily withdraw its common
shares from listing on The Nasdaq Stock Market’s (“NASDAQ”) Global
Market. The text of the notice to NASDAQ is set forth below. Following
the filing of the Form 25, the Company intends to deregister its shares
and to cease publicly filing its periodic reports with the SEC. Jaco
anticipates that its 10-K for the fiscal year ended June 30, 2009 will
be its last publicly filed periodic report. Shares of Jaco’s common
stock are expected to continue trading on the “pink-sheets” following
delisting and deregistration.
Jaco noted that the reasons for its withdrawal from listing and
registration relate to the cost of filing periodic reports with the SEC
and meeting other applicable regulatory requirements, which are
prohibitive for the Company at this time in light of its current
financial position. Accordingly, Jaco believes it is in the best
interests of shareholders at this time to significantly reduce such
expenses, and that the anticipated cost savings from this action more
than offset the benefits of being a reporting company.
As previously disclosed, Jaco was informed in September 2009 by the
Listing Qualifications Department of The Nasdaq Stock Market that the
Company’s common stock was subject to delisting from the Nasdaq Global
Market and indicated that it was evaluating what actions it would take
in response to the notices it received from NASDAQ. In addition, on
October 14, 2009, the Company received a Delinquency Compliance Plan
Alert Letter from NASDAQ due to its failure to timely file its Form 10-K
for the fiscal year ended June 30, 2009. The Company believes that it
may be difficult and expensive to seek to regain compliance with the
NASDAQ continued listing requirements, and therefore has determined to
voluntarily delist from NASDAQ. The Company does not intend at this time
to arrange for a listing, registration or quotation on another national
securities exchange or quotation medium.
Commenting on the announcement, Jaco Electronics’ Chairman and Chief
Executive Officer, Joel Girsky, stated, “The decision by Jaco’s Board of
Directors to deregister and leave the Nasdaq Global Market was made
after careful consideration of the advantages and disadvantages of being
a SEC reporting company including the high costs and demands on
management’s time arising from compliance with the many SEC and
Sarbanes-Oxley requirements. The current economic climate has not only
impacted the capital markets, but the global display industry as well.
As such, we are constantly looking for ways to reduce costs and increase
shareholder value as we continue to focus our efforts on growing the
core business and leveraging our comprehensive LCD offerings and
integrated LCD solutions.”
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Text of Letter to NASDAQ
|
|
JACO ELECTRONICS, INC.
|
|
145 Oser Avenue, Hauppauge, New York 11788
|
|
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| October 16, 2009 |
| By Email and Facsimile |
| Nasdaq Listing Qualifications |
|
Re: Jaco Electronics, Inc.
|
| To whom it may concern: |
| This is to notify you pursuant to Rule 12d2-2(c)(2) of the Securities and Exchange Act of 1934 (the “Act”) and Nasdaq Marketplace Rule 5840(j), that Jaco Electronics, Inc. (the “Company”) intends to file an application on Form 25 to notify the Securities and Exchange Commission of the Company’s withdrawal of its shares of common stock, par value $0.10 per share, from listing on the Nasdaq Global Market and the Company’s intention to withdraw such shares from registration under Section 12(b) of the Act. |
| Please be further advised of the following material facts relating to the reasons for the withdrawal from listing and registration: |
|
• The cost of filing periodic reports with the SEC pursuant to the
Act and meeting other applicable regulatory requirements is
prohibitive for the Company in light of its current financial
position.
|
|
• The Company believes that it is in the best interests of its
shareholders to significantly reduce expenses by ceasing to be a
reporting company, and that the cost savings realized outweigh the
benefits of being a reporting company.
|
|
• On September 15, 2009, the Company received notice from NASDAQ
that it has failed to satisfy (i) the minimum market value of
publicly held shares continued listing standard (Listing Rule
5450(b)(2)(C) or 5450(b)(3)(C), and (ii) the minimum bid price
requirement of $1.00 per share continued listing standard.
|
|
• On October 14, 2009, the Company received a Delinquency
Compliance Plan Alert Letter from NASDAQ due to its failure to
timely file its Form 10-K for the fiscal year ended June 30, 2009.
|
|
• The Company believes that it may be difficult and expensive to
try to regain compliance with the Nasdaq continued listing
requirements, and therefore has determined to voluntarily delist
from Nasdaq.
|
|
• The Company has not, and does not intend to at this time,
arrange for listing, registration or quotation on another national
securities exchange or quotation medium.
|
| Please let me know should you require any additional information. |
| Very truly yours, |
About Jaco Electronics
Jaco is a leading distributor and integrator of display (LCD) and
embedded computer solutions and related components. The Company operates
an in-house display integration center housing its engineering and
manufacturing staff and operations. The integration center allows Jaco
to provide customers with unique, value-added solutions and a “one-stop”
source for their display and integration requirements. For more
information, please visit
www.jacoelectronics.com.
“Safe Harbor” Statement under the Private Securities Litigation
Reform Act of 1995:
This press release provides historical information and includes
forward-looking statements. Forward-looking statements may be identified
by the following words and similar expressions: “anticipate,” “believe,
”expect,” “could,” ”estimate,” “should,” “would,” “estimate,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict” and
“project.” Although we believe that the expectations in such
forward-looking statements are reasonable, we can give no assurance that
such expectations will prove to have been correct. The forward-looking
statements are based upon a number of assumptions and estimates that,
while considered reasonable by our management, are inherently subject to
significant business, economic and competitive risks, uncertainties and
contingencies which are beyond our control, and upon assumptions with
respect to future business decisions which are subject to change.
Accordingly, the forward-looking statements are only an estimate, and
actual results will vary from the forward-looking statements, and these
variations may be material. Consequently, the inclusion of the
forward-looking statements should not be regarded as a representation by
us of results that actually will be achieved. Forward-looking statements
are necessarily speculative in nature, and it is usually the case that
one or more of the assumptions in the forward-looking statements do not
materialize. Investors are cautioned not to place undue reliance on the
forward-looking statements. We caution that, among others, the factors
below, which are discussed in our Annual Report on Form 10-K for the
fiscal year ended June 30, 2008, as amended, and in our other filings
with the Securities and Exchange Commission, could cause our results to
differ materially from those stated in the forward-looking statements.
These factors include (i) the highly cyclical nature of our industry and
the adverse impact of downturns in our industry; (ii) our dependence on
a limited number of suppliers for the products we distribute and most of
our distribution agreements are cancelable upon short notice; (iii) the
market for our products is very competitive and our industry is subject
to rapid technological change; (iv) our dependence on individual
purchase orders and absence of long-term supply agreements exposes us to
customer cancellations, reductions or delays; (v) our substantial
leverage and debt service obligations; (vi) volatility in the pricing of
components; (vii) disruptions in transportation of our products by third
party carriers; (viii) potential warranty and/or product liability risks
inherent in the products we sell; and (ix) our dependence on the
continued service of key members of our management and technical
personnel.
Copyright Business Wire 2009
2009-10-16 16:23:00
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