Jaclyn, Inc. Announces Conditional Plans to Voluntarily Delist Common Stock From the American Stock Exchange
26 April 2008 - 1:16AM
Marketwired
MAYWOOD, NJ today announced that it has notified the American
Stock Exchange (the "AMEX") of its intention, subject to meeting
certain conditions, to withdraw its shares of common stock from
listing on the American Stock Exchange.
As the Company announced in December 2007, a special committee
of independent directors unanimously recommended, and its entire
Board of Directors approved, plans to cease the registration of the
Company's common stock under federal securities laws and to
withdraw its shares of common stock from listing on the AMEX. The
Company indicated that it was taking these steps to avoid the
substantial and increasing cost and expense of being a Securities
and Exchange Commission reporting company and of regulatory
compliance under the Sarbanes-Oxley Act of 2002, and to focus the
Company's resources on increasing long-term stockholder value. The
Company further announced that it anticipates savings of
approximately $500,000 on an annual basis as a result of the
proposed deregistration and delisting transaction, as well as an
additional one-time savings during its current fiscal year for
initial costs of compliance with the internal control provisions of
the Sarbanes-Oxley Act.
In order to deregister its shares of common stock, the Company
will need to reduce its number of stockholders of record to below
300. To accomplish this, the Board of Directors has proposed to
amend the Company's certificate of incorporation to effect a
reverse stock split, which would immediately be followed by a
forward stock split. The special committee of the Board of
Directors has tentatively determined a reverse/forward stock split
ratio of 1-for-250 shares. As a result, and assuming this ratio is
used, record holders owning less than 250 shares of common stock
will receive a cash payment of $10.21 per share, and record holders
owning 250 or more shares of common stock will retain their current
numbers of shares of common stock without change. The Company also
anticipates making this payment available to its beneficial owners
who own less than 250 shares of common stock (assuming this ratio
is used) at the time the reverse stock split is completed.
The special committee and the Board each have reserved the right
to change the ratio of the stock splits or to choose an alternative
to the stock splits to the extent they believe it is necessary or
desirable in order to accomplish the goal of reducing the number of
record holders to below 300. They may also abandon the proposed
stock splits at any time prior to the completion of the proposed
transaction if they believe that the proposed transaction is no
longer in the best interests of the Company or its stockholders.
The stock splits are scheduled to be considered at a special
meeting of the Company's stockholders scheduled to be held on May
7, 2008. The Company has filed with the Securities and Exchange
Commission, and has mailed to stockholders of record at March 31,
2008, a definitive proxy statement relating to the special meeting
of stockholders.
The Company's notice to the AMEX of voluntary delisting was
conditional. As announced previously by the Company, the Board of
Directors and the special committee determined that a delisting of
the common stock requires that, among other things, each of the
following conditions be met:
-- approval by the Company's stockholders of the reverse stock split and
the forward stock split proposals;
-- the common stock being approved for listing on the OTCQX(SM) tier of
Pink OTC Markets Inc. (formerly Pink Sheets, LLC), with at least two market
makers having indicated their intention to make a market in the common
stock after delisting and deregistration of the common stock; and
-- neither the Board of Directors nor the special committee having
determined (either before or after approval of the Company's stockholders
of the reverse stock split and forward stock split proposals) that the
delisting and deregistration of the common stock is no longer in the best
interests of the Company or its stockholders.
The Company will advise the AMEX after the special meeting of
stockholders whether the conditions to the delisting and
deregistration proposals have been met and whether the Company
actually intends to move forward with delisting.
Forward-Looking Statements
Note: This press release may contain forward-looking statements
that are being made pursuant to the Private Securities Litigation
Reform Act of 1995, which provides a "safe harbor" for
forward-looking statements to encourage companies to provide
prospective information so long as those statements are accompanied
by meaningful cautionary statements identifying important factors
that could cause actual results to differ materially from those
discussed in the statement. Our forward-looking statements are
subject to a number of known and unknown risks and uncertainties
that could cause actual results, performance or achievements to
differ materially from those described or implied in the
forward-looking statements, including, but not limited to, general
economic and business conditions; competition in the accessories
and apparel markets, potential changes in customer spending;
acceptance of our product offerings and designs; the variability of
consumer spending resulting from changes in domestic economic
activity; any significant variations between actual amounts and the
amounts estimated for those matters identified as our critical
accounting estimates, as well as other significant accounting
estimates made in the preparation of our financial statements; and
the impact of hostilities in the Middle East and in other
geographic areas, as well as other geopolitical concerns.
Accordingly, actual results may differ materially from such
forward-looking statements. You are urged to consider all such
factors, as well as those included in our Annual Report on Form
10-K for the year ended June 30, 2007 and our Quarterly Reports on
Form 10-Q for the quarters ended September 30, 2007 and December
31, 2007. Our forward-looking statements relating to the
transaction discussed above are based on our current expectations,
assumptions, estimates and projections about the Company and
involve significant risks and uncertainties, including the many
variables that may impact our projected cost savings, variables and
risks related to consummation of the transaction, and the
continuing determination of the Board of Directors and special
committee that the transaction is in the best interests of all
stockholders. The Company assumes no obligation for updating any
such forward-looking statements to reflect actual results, changes
in assumptions or changes in other factors affecting such
forward-looking statements.
Company Contact: Anthony Christon Chief Financial Officer
Jaclyn, Inc. (201) 909-6000
Jaclyn (AMEX:JLN)
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