NYSE Regulation has determined that the Company is no longer suitable for continued listing, as it has failed to file on a timely basis with the Securities and Exchange Commission (“SEC”) its annual report on Form 20-F for the year ended December 31, 2010 (“Annual Report”), as required by Section 802.01E of the Exchange’s Listed Company Manual (the “Manual”).
Trading in the Company’s Securities has been halted since April 20, 2011, after four of the six independent members of the Company’s Board of Directors resigned, citing in their resignation letters their dissatisfaction with the level of cooperation by the Company’s management in the ongoing independent review of the Company’s internal controls and the ongoing independent investigation of the Company’s business practices being conducted by the Company’s Special Investigation Committee.
The Company subsequently appointed four new directors, two of whom were independent under Exchange listing standards, and reconstituted the Special Investigation Committee under the leadership of one of the new independent directors. The reconstituted Special Investigation Committee commenced forensic investigative work that has not yet been completed.
As provided by Section 802.01E of the Manual, the Company was given an initial six-month period after the extended filing due date for its Annual Report to regain compliance. The Company was unable to file its Annual Report within this period and therefore requested an extension of time to regain compliance, pursuant to the Exchange’s discretionary authority under Section 802.01E to grant an additional compliance period not to exceed six months. After reviewing materials submitted by the Company in connection with this request, NYSE Regulation decided to initiate delisting proceedings. This decision was reached in light of the continued uncertainty with respect to the timing of the Company’s filing of its Annual Report.
NYSE Regulation notes that it may make an appraisal of, and determine on an individual basis, the suitability for continued listing of an issue in light of all pertinent facts and circumstances whenever it deems such action appropriate. In addition, NYSE Regulation may, at any time, suspend a security if it believes that continued dealings in or listing of the security on the NYSE is not advisable.
The Company has a right to a review of this determination by a Committee of the Board of Directors of NYSE Regulation. Application to the SEC to delist the issue is pending the completion of applicable procedures, including any appeal by the Company of the NYSE staff’s decision.
Henry F. Schlueter
Schlueter & Associates, P.C.
See Section 802.00 of the NYSE Listed Company Manual for continued listing criteria and procedure for delisting