Wireless Xcessories Group Inc - Current report filing (8-K)
04 April 2008 - 6:47AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
April 2, 2008
Wireless
Xcessories Group, Inc.
(Exact
name of Registrant as specified in its charter)
Deleware
(State
or other jurisdiction
of
incorporation)
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0-27996
(Commission
File Number)
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133835420
(I.R.S.
Employer
Identification
No.)
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1840
County Line Rd. Huntingdon Valley, PA 19006
(Address
of principal executive offices, including zip code)
215-322-4600
(Registrant's
telephone number, including area
code)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General
Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
ITEM
3.01 Notice of Delisting
Wireless
Xcessories Group Inc. Intends to Cease Trading on Amex and to Deregister Its
Common Stock with the SEC
HUNTINGDON
VALLEY, Pa.--(PrimeZone)—April 2, 2008—Wireless Xcessories Group Inc. (AMEX:XWG)
announced today that it has notified The American Stock Exchange that the
Company intends to voluntarily withdraw the listing of its common stock on Amex
and to deregister its common stock under the Securities Exchange Act of 1934.
The Company expects to file a Form 25 with the Securities and Exchange
Commission to withdraw its Amex listing, and to file a Form 15 with the SEC to
deregister its common stock, on or about April 16, and April
17, 2008, respectively. The Company anticipates that the
deregistration will be effective within 90 days after the filing of the Form 25
and Form 15. Upon the filing of Form 25 and Form 15, Wireless Xcessories Group’s
obligation to file certain reports and forms with the SEC, including Forms 10-K,
10-Q and 8-K, will be immediately suspended.
As a
result of this deregistration, Wireless Xcessories Group’s common stock will
cease to be traded on The American Stock Exchange. The Company anticipates,
however, that its shares of common stock will continue to be quoted on the
over-the-counter market ("Pink Sheets") to the extent market makers commit to
make a market in the Company’s common stock. The Pink Sheets is the leading
provider of pricing and financial information for the over-the-counter
securities markets. It is a centralized quotation service that collects and
publishes market maker quotes in real time primarily through its Web site,
www.pinksheets.com, which provides stock and bond price quotes, financial news
and information about securities traded. The following Pink Sheet
market makers are currently quoting XWG shares: E-Trade, Bear Stearns, Natixis
Bleichroeder, Knight Equity, Pershing, and UBS Securities. However,
the Company can provide no assurance that trading in its common stock will
continue on the Pink Sheets.
Wireless
Xcessories Group intends to update its stockholders with information about the
Company through mailings and/or postings on its Web site at
www.wirexgroup.com.
In
commenting on the decision to deregister, Steve Rade, president and CEO of
Wireless Xcessories Group, stated,
“
After careful
consideration, our Board of Directors unanimously decided to take this action
because it believes that the burdens associated with operating as a registered
public company currently outweigh any advantages to Wireless Xcessories Group
and its stockholders.
”
Among the factors
the Board considered were the following:
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·
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The
costs, both direct and indirect, incurred by the Company
each
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|
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year
in connection with preparing and filing periodic reports
with
the SEC and otherwise complying with the obligations of
being
a public company, including the substantial increase in
costs
associated with the requirements of the Sarbanes-Oxley
Act
of 2002 and the related SEC and AMEX rules. Wireless
Xcessories
Group
currently
estimates cost savings of at least
$1
million to
$2
million over the next 5
years.
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·
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The
benefits of permitting senior management to spend less
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|
|
time
on report preparation and regulatory compliance,
which
will
allow them to devote their attention and
efforts
to
Wireless
Xcessories Group’s
operations.
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|
·
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The
lack of analyst coverage and minimal liquidity for
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|
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Wireless
Xcessories Group’s common
stock.
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According
to Rade,
“
Many small public
companies like XWG are choosing to deregister because of these same concerns.
The Board believes that the decision to deregister is in the best interests of
Wireless Xcessories Group and its stockholders and will allow management to
focus all resources on implementing the Company’s business plan in an effort to
enhance long-term stockholder value.
”
About
Wireless Xcessories Group
Wireless
Xcessories Group, Inc. designs and distributes a range of accessories for
cellular phones throughout the United States and Canada. The Company offers in
excess of 3,000 items that include rechargeable batteries, personal and vehicle
hands free kits, portable and vehicle antennas, in-car and travel chargers, and
plain and colored carrying cases. The Company sells to dealers and distributors
through an in-house sales force and directly from its website,
http://www.wirexgroup.com. Wireless Xcessories also creates private labeled
websites, www.GetAccessories.net, for its dealers.
“
Safe Harbor
”
Statement
Under the
Private Securities Litigation Reform Act of 1995, this press release may contain
forward-looking statements that involve risks and uncertainties. Important
factors, which could cause actual operating results to differ materially from
those in the forward-looking statements, are detailed in filings with the
Securities and Exchange Commission made from time to time by the Company. Copies
of these filings may be obtained by contacting the Company or the
SEC.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Wireless
Xcessories Group, Inc.
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Date:
April 2, 2008
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By:
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/s/
Stephen
Rade
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Stephen
Rade
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CEO
and Chairman
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