CHARLOTTE, N.C., Sept. 21, 2012 /PRNewswire/ -- MedCath
Corporation (Nasdaq: MDTH) announced today that the Company has
filed a certificate of dissolution with the Delaware Secretary of State (the
"Filing"). The Filing was made pursuant to the plan of
dissolution the Company's stockholders approved at a special
meeting held September 22,
2011. The Filing became effective as of 5.00 p.m., Eastern Time, September 21, 2012.
Upon the effectiveness of the Filing, the Company closed its
stock transfer books and discontinued recording transfers of its
common stock (the "Common Stock"), except for transfers by will,
intestate succession or operation of law. From and after the
effectiveness of the Filing, the Company's stockholders shall have
only such rights and obligations as are provided under the Delaware
General Corporation Law for stockholders of a dissolved
corporation.
The Company's Common Stock is listed on the NASDAQ Global Select
Market operated by The NASDAQ Stock Market LLC ("NASDAQ").
The Company has notified NASDAQ that the Company has made the
Filing, and NASDAQ has advised the Company that NASDAQ will suspend
trading of the Common Stock effective prior to market open on
Monday, September 24, 2012.
NASDAQ has also advised the Company that it will file with the
Securities and Exchange Commission (the "SEC") a Notice of Removal
from Listing and/or Registration on Form 25 to delist the Common
Stock from NASDAQ.
The Company has filed a Current Report on Form 8-K with the SEC
regarding the effect of the Filing upon the rights of the Company's
stockholders, the suspension of trading and delisting of the Common
Stock by NASDAQ and related matters, including the Company's intent
to terminate the periodic reporting requirements the Company is
currently subject to under the Securities Exchange Act of 1934, as
amended. A copy of the 8-K report is available on the
SEC's website, www.sec.gov, or on our website,
www.medcath.com.
If the Company terminates its obligation to and ceases filing
periodic and current reports with the SEC, the Company intends to
post periodically on the Company's website a statement of net
assets and a statement of changes in net assets and to post from
time to time information about any material developments with
respect to any significant transactions for disposing of the
Company's remaining assets, any significant developments in claims,
litigation, investigations and any other future events occurring
that could materially impact the timing or amount of liquidating
distributions, if any, to be made to the Company's stockholders of
record as of the effectiveness of the Filing.
About MedCath
MedCath Corporation, headquartered in Charlotte, N.C., was a health care provider
focused on high acuity services with the diagnosis and treatment of
cardiovascular disease being a primary service offering. Having now
divested all of its hospitals, MedCath is focused on fulfilling
transition service obligations to the purchaser of one of its
previously owned hospitals, realizing the value of its remaining
immaterial assets; making tax and regulatory filings; winding down
its business affairs, managing its known and unknown contingencies,
and seeking to make distributions to its stockholders as part of
its Plan of Dissolution.
All statements relating to liquidating distributions are
forward-looking statements. The amount of the reserve established
by the Company's board of directors could be more or less than the
amount necessary to resolve all of the Company's contingencies if
one or more of the underlying assumptions or expectations the Board
of Directors used in establishing the reserve proves to be
inaccurate. Certain important factors, risks and uncertainties that
could cause the actual amount of the Company's potential unknown
contingencies to differ materially from the amount of the reserve
are described in the risk factors included in the Company's
periodic and current reports filed with the SEC. The
forward-looking statements included in this release speak only as
of the date of this release or the date they were otherwise made.
The Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
SOURCE MedCath Corporation