Craftmade International, Inc. to Move Its Stock Listing to OTCQX
10 November 2009 - 8:30AM
PR Newswire (US)
COPPELL, Texas, Nov. 9 /PRNewswire-FirstCall/ -- Craftmade
International, Inc. (NASDAQ:CRFT) (the "Company") today announced
that it has notified the NASDAQ Stock Market ("Nasdaq") of its
intent to voluntarily delist its common stock from the NASDAQ
Global Market. The Company also intends to subsequently deregister
its common stock with the SEC and suspend its reporting obligations
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Company expects that its shares will continue
to trade under the "CRFT" ticker symbol (OTCQX: CRFT). Craftmade is
delisting from Nasdaq and deregistering with the SEC as part its
ongoing efforts to reduce expenses and improve financial results.
The Company intends to move its common stock listing to OTCQX, the
premier tier of the U.S. over-the-counter market, operated by Pink
OTC Markets Inc. Pink OTC Markets reports that small companies
typically save $500,000 to $750,000 annually by moving their
listing from a national exchange and deregistering under the
Exchange Act. Craftmade anticipates realizing annual savings at the
high end of this range, without compromising the trustworthiness of
its financial disclosures or the trading liquidity of its shares.
The Company also expects that this change will free up considerable
time for management to focus on Craftmade's strategy and operating
performance Among other savings, the Company will no longer bear
the significant financial burden of complying with the
Sarbanes-Oxley Act of 2002, which would otherwise be increasing in
the current fiscal year. Current regulations now require smaller
reporting companies to obtain auditor attestation on the
effectiveness of the company's internal controls for fiscal years
ending after June 15, 2010. The Company also expects significant
savings related to legal and auditor reviews of SEC disclosures, as
well as accounting and other administrative fees related to the
Company's Nasdaq listing and SEC reporting requirements. The
Company chose the OTCQX marketplace because it requires member
companies to adhere to a rigorous set of financial disclosures.
Specifically, OTCQX-listed issuers are required to publicly
disclose annual audited financial statements, unaudited quarterly
financial statements and current information pertaining to material
events and trading by insiders. The Company believes that these
disclosures, which will be reviewed by a reputable investment bank
sponsor, will provide its shareholders with the ability to monitor
the Company's progress and make informed investment decisions. In
addition, the Company currently intends to continue to hold annual
meetings of stockholders. "Craftmade has been looking closely at
all aspects of its operations in recent months, and has made many
changes to create the most efficient business possible during these
difficult economic times," commented J. Marcus Scrudder,
Craftmade's Chief Executive Officer. "We're taking this important
step with our shareholders' interests in mind. The burden of
reporting under the Exchange Act and in recent years the added
burden of Sarbanes-Oxley have become too much for many small
companies like Craftmade. After careful consideration, the Company
believes that by moving its stock listing to OTCQX, it can
re-invest significant resources to help drive growth and
profitability. We believe that by utilizing the OTCQX platform,
material savings can be achieved while still providing reliable
information to our shareholders. We were very excited to learn that
other companies who have moved to OTCQX have seen only a slight
reduction in trading volume and little impact on share value."
Management will further address the Company's decision to move its
listing to OTCQX in conjunction with its Fiscal First Quarter 2010
earnings conference call, tentatively planned for Thursday,
November 12 at 11:00 a.m. ET. Conference call details will be
provided prior to that time. PROCEDURAL DETAILS The Company intends
to file a Form 25 with the Securities and Exchange Commission (the
"SEC") on or about November 19, 2009, to effect the voluntary
delisting of its common stock from the NASDAQ Global Market, with
the delisting of its common stock taking effect no earlier than 10
days thereafter, or on November 24, 2009. As a result, the Company
expects that the last day of trading of its common stock on the
NASDAQ Global Market will be on or about November 24, 2009. The
Company is currently taking the steps necessary so that the common
stock may be listed on the OTCQX, and expects to be listed on or
about November 25, 2009. Following the effectiveness of the Form 25
filing, the Company's common stock will not be eligible for trading
on any national exchange or the OTC Bulletin Board, although the
Company intends to comply with rules permitting its common stock to
be quoted on OTCQX immediately upon de-listing from Nasdaq. These
rules require at least one market maker to quote the Company's
common stock after complying with certain filing and disclosure
rules or by complying with the unsolicited customer order rule.
Currently the Company has multiple market makers for its common
stock that are active on Pink OTC Markets trading platform. In
addition, OTCQX requires companies to engage an approved dedicated
advisor for disclosure, to advise them on proper disclosure under
the OTCQX Alternate Reporting Standard, and to certify that listing
and disclosure requirements have been met. To this end, the Company
has engaged B. Riley & Co. LLC as its advisors. Given that the
Company is in good standing with Nasdaq and current in all its
filings, it doesn't anticipate any difficulties in meeting all
requirements to list its common stock on OTCQX, although there can
be no assurances that it will be able to do so. Additionally, after
the Form 25 becomes effective, the Company intends to file a Form
15 with the SEC to voluntarily deregister its common stock and
suspend its reporting obligations under the Exchange Act. As a
result of the filing of the Form 15, the Company's obligation to
file reports and forms with the SEC, including Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K, will be suspended immediately and will terminate when the
deregistration becomes effective 90 days after the Form 15 is
filed. The Company intends to immediately begin reporting under
OTCQX requirements, including annual audited financial statements,
unaudited quarterly financial statements and current information.
The Company is eligible to deregister its common stock under the
Exchange Act because it has fewer than 300 stockholders of record.
As of October 20, 2009 the Company had 75 registered shareholders.
The unanimous decision by the Company's Board of Directors to
voluntarily delist and deregister the common stock is a cost
savings step that will reduce expenses significantly on an annual
basis associated with the Company's Nasdaq listing and compliance
with SEC reporting requirements, which include legal, accounting
and other administrative fees, including compliance with the
Sarbanes-Oxley Act of 2002. Given the limited public trading volume
and liquidity of the Company's common stock, the Company does not
believe the benefits of having its common stock listed on a
national exchange and registered under the Exchange Act outweigh
the associated annual costs. The Board of Directors believes that
the Company's stockholders will be better served if the Company
spends more of its financial resources and Management's time on the
Company's business without the substantial cost and time associated
with having to comply with Nasdaq rules and SEC reporting
obligations. The Board determined to delist, deregister and suspend
public reporting obligations after extensive deliberations, advice
of the Company's legal counsel and other outside advisors, and
careful consideration of the advantages and disadvantages of no
longer being a public reporting company. The Board of Directors and
management believe that the expense reductions inherent in
delisting and deregistering the common stock will benefit the
Company and its stockholders, and ultimately will serve to maximize
the value of the Company. The Board of Directors does not believe
that delisting from Nasdaq and deregistering under the Exchange Act
will materially impact the Company's current operations, current
relationships with employees, customers or suppliers, or its
existing financing arrangements. Founded in 1985, Craftmade
International, Inc. is engaged in the design, manufacturing,
distribution and marketing of a broad range of home decor products,
including proprietary ceiling fans, lighting products and outdoor
furniture. The Company distributes its premium products through a
network of independent showrooms and mass retail customers through
its headquarters and distribution facility in Coppell, Texas and
manufacturing plant in Owosso, Michigan. More information about
Craftmade International, Inc. can be found at
http://www.craftmade.com/. Various statements in this Press Release
or incorporated by reference herein, in future filings with the
Securities and Exchange Commission, in press releases, and in oral
statements made by or with the approval of authorized personnel
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on current expectations and are indicated by
words or phrases such as "may," "will," "should," "could," "might,"
"expects," "plans," "anticipates," "believes," "estimates,"
"projects," "predicts," "forecasts," "intends," "potential,"
"continue," and similar words or phrases and involve known and
unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements to be materially
different from the future results, performance or achievements
expressed in or implied by such forward-looking statements. These
forward-looking statements include statements or predictions
regarding among other items: revenues and profits; gross margin;
customer concentration; customer buying patterns; sales and
marketing expenses; general and administrative expenses; pricing
and cost reduction activities; income tax provision and effective
tax rate; realization of deferred tax assets; liquidity and
sufficiency of existing cash, cash equivalents, and investments for
near-term requirements; purchase commitments; product development
and transitions; competition and competing technology; outcomes of
pending or threatened litigation; and financial condition and
results of operations as a result of recent accounting
pronouncements. These forward-looking statements are based largely
on expectations and judgments and are subject to a number of risks
and uncertainties, many of which are beyond the Company's control.
Significant factors that cause the Company's actual results to
differ materially from its expectations are described in the
Company's Form 10-K under the heading of "Risk Factors." The
Company undertakes no obligation to publicly update or revise these
Risk Factors or any forward-looking statements, whether as a result
of new information, future events or otherwise. DATASOURCE:
Craftmade International, Inc. CONTACT: C. Brett Burford, Chief
Financial Officer of Craftmade International, Inc.,
+1-972-393-3800, ; or Hala Elsherbini of Halliburton Investor
Relations, +1-972-458-8000, , for Craftmade International, Inc. Web
Site: http://www.craftmade.com/
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