As was anticipated and disclosed in Offer to Purchase related to the recent tender offer, as a result of the tender offer the company no longer meets the public float requirement for continued listing pursuant to the Nasdaq Marketplace Rules. In addition, in anticipation of delisting for delisting pursuant to the float requirement, the company had not solicited a new board member to add to the audit committee as required by the rules.
Following the delisting of the company's common stock from the Nasdaq SmallCap Market, the company may remain eligible for trading on the Nasdaq OTC Bulletin Board (OTCBB). However, no assurance can be given that the company will remain eligible to trade on the OTCBB or that market makers will quote the company's stock on the OTCBB.
In order to remain eligible for trading on the OTCBB, the company will be required to maintain the registration of its common stock under the Securities Exchange Act of 1934, and to file the quarterly, annual and other reports required under that act on a timely basis. The company's board of directors has not determined if or when the company will stop reporting and deregister the company's common stock under the act, thereby making the common stock ineligible for trading on the OTCBB. The company cannot assure that, even if it remains eligible for trading on the OTCBB, there will be an active market for its common stock. Because of the substantial reduction in the number of shares in the hands of public holders of the common stock as a result of the tender offer, the company anticipates that future trading in the common stock will be substantially reduced.
As described in the Offer to Purchase related to the tender offer, the company may at some time in the future complete a merger in which all shareholders except the control shareholders would receive cash for their common stock. Since the control shareholders now own more than 90 percent of the outstanding common stock, such a merger could be completed at any time without a vote of the public shareholders. To the company's knowledge, no decision has been definitively made at this time by the control shareholders about whether or when to complete such a merger transaction.
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