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  Listing Council Decision 2008-5
Identification Number 608
Rule 4450(a)(3):  A company must have a minimum of $10,000,000 of stockholders’ equity for continued listing on The NASDAQ Global Market.
Issue:  The company was properly delisted because at the time of the Panel decision, the company reported stockholders’ equity of $2,792,000.  The company argued that it should be allowed to transfer to The NASDAQ Capital Market, which has a stockholders’ equity maintenance requirement of $2,500,000.  The Panel denied the company’s request based on concerns regarding the company’s ability to maintain compliance with the Capital Market continued listing standards.  The Panel determined to delist the company’s shares from The NASDAQ Global Market for failing to maintain stockholders’ equity of at least $10,000,000.
Determination:  After a review of the record in this matter, the Listing Council affirms the Panel’s decision to delist the company’s securities.  The company noted that it was pursuing multiple avenues by which it would be able to increase its stockholders’ equity; however, none of the avenues were definitive in nature or sufficient to allow the Listing Council to conclude that the company would be able regain compliance with the Global Market continued listing standards, or maintain compliance with the Capital Market continued listing standards going forward.
Rule 4310(c)(14):  The issuer shall file with NASDAQ three (3) copies of all reports and other documents filed or required to be filed with the Commission.  This requirement is considered fulfilled for purposes of this paragraph if the issuer files the report or document with the Commission through the Electronic Data Gathering, Analysis, and Retrieval system.  An issuer that is not required to file reports with the Commission shall file with NASDAQ three (3) copies of reports required to be filed with the appropriate regulatory authority.  All required reports shall be filed with NASDAQ on or before the date they are required to be filed with the Commission or appropriate regulatory authority.  Annual reports filed with NASDAQ shall contain audited financial statements.
Issue:  The company was not able to file its delinquent periodic SEC reports because it had encountered a number of corporate issues that had strained resources and diverted attention from filing.  The Panel determined to delist the company’s securities.
Determination:  The company was properly delisted because at the time of the Panel decision the company was not current in all required public filings.  The Listing Council notes that the company was current in filing its periodic reports at the time of the issuance of the Listing Council decision and the company believed it had remedied the issues that caused the company to become delinquent.  The Listing Council takes seriously the requirement to file accurate and reliable financial statements and the concomitant purpose to provide investors with current information regarding the company.  Investors in securities listed on NASDAQ are entitled to assume that issuers of those securities will promptly and accurately comply with their reporting obligations under the Securities Exchange Act of 1934.
Publication Date*: 7/31/2012 Mailto Link Identification Number: 608
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