HIALEAH, Fla., Dec. 9 /PRNewswire-FirstCall/ -- Simclar, Inc. (Nasdaq:
SIMC), a multi-plant electronics contract manufacturer, announced today that
it has notified the Nasdaq Stock Market of its intent to voluntarily delist
its common shares from the Nasdaq Capital Market, and that it intends to
voluntarily deregister its common shares under the Securities Exchange Act of
1934 and cease filing reports with the Securities and Exchange Commission.
The Company recently regained compliance with Nasdaq continued listing
requirements when it filed its Forms 10-Q for the quarters ending June 30 and
September 30, 2008, following an earlier delay in the filing of its second
quarter 2008 Form 10-Q. However, the Company's efforts to regain compliance
with its SEC reporting obligations and Nasdaq listing requirements, along with
its ongoing cost reduction efforts, prompted it to reconsider the relative
costs and benefits of its remaining as a listed company. The Company, which
is a 73.4% owned subsidiary of Simclar Group Limited, a private UK company,
incurs substantial costs on an annual basis as a consequence of its Nasdaq
listing and compliance with SEC reporting requirements, including legal,
accounting and other professional fees, while realizing only intangible
benefits. The Company has fewer than 300 record holders of its common shares,
and therefore is eligible to deregister its common shares under the Securities
Exchange Act of 1934 and exit the SEC's periodic reporting system. The
Company's common shares are thinly traded and the Company's board of directors
has concluded that the benefits of having its common shares listed and
registered outweigh the substantial costs. Management believes that the cost
reductions inherent in delisting and deregistering its shares will benefit the
Company, its shareholders, customers and suppliers, and ultimately will serve
to maximize the value of the Company.
The Company expects that it will file with the SEC a Form 25 relating to
the delisting of its common shares on or about December 19, 2008, with the
delisting of its common shares taking effect ten days thereafter.
Accordingly, the Company expects that the last day of trading of its common
shares on the Nasdaq Capital Market will be on or about December 29, 2008.
On the effective date of the delisting, the Company plans to file a Form
15 to deregister its common shares under Section 12(g) of the Securities
Exchange Act, which it is eligible to do because there are fewer than 300
record holders of its common shares. Upon filing of the Form 15, the Company's
obligation to file periodic reports with the SEC, including Forms 10-K, 10-Q
and 8-K, will be immediately suspended. The Company expects that the
deregistration of its common shares will become effective 90 days after the
filing of the Form 15 with the SEC.
The Company intends to continue reporting to its shareholders as required
by Florida law and the Company's bylaws. The Company anticipates that
following delisting its common shares will be quoted on the Pink Sheets(R), a
centralized electronic quotation service for over-the-counter securities, so
long as market makers demonstrate an interest in trading in the Company's
common shares. However, the Company can provide no assurance that trading in
its stock will continue in the Pink Sheets or in any other forum.
Visit Simclar, Inc. at its website, http://www.simclar.com for more
information about the Company.
SOURCE Simclar, Inc.