Terayon Receives Letter From NASDAQ Regarding Delayed Filing of Form 10-K
29 March 2006 - 9:30AM
PR Newswire (US)
SANTA CLARA, Calif., March 28 /PRNewswire-FirstCall/ -- Terayon
Communication Systems, Inc. (NASDAQ:TERNE) today announced that it
received a letter from the staff of The NASDAQ Stock Market on
March 22, 2006, notifying Terayon that NASDAQ has not received
Terayon's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 as required by NASDAQ Marketplace Rule
4310(c)(14), and that this filing delinquency has been referred to
the NASDAQ Listing Qualifications Panel (the "Panel") as an
additional basis for de-listing Terayon's common stock from The
NASDAQ National Market. Previously, the Panel had agreed to
continue the listing of Terayon's common stock on The NASDAQ
National Market, provided that Terayon satisfied certain
conditions, including the filing of its Form 10-Q for the quarterly
period ended September 30, 2005, and all required restatements, on
or before March 31, 2006. As previously disclosed, Terayon will
restate its financial statements for the fiscal year ended December
31, 2004, the four quarters of fiscal 2004 and the first two
quarters of fiscal 2005. Terayon has concluded that the restatement
will not be completed by the March 31, 2006 deadline, and has
communicated this information to the Panel. Terayon expects that
the Panel will issue its decision within the next several days and
that Terayon's common stock will be de-listed from The NASDAQ
National Market. Upon de-listing, Terayon expects that quotations
for its common stock will appear in the Pink Sheets, a centralized
quotation service that collects and publishes market maker quotes
for over-the-counter securities in real time. Terayon is continuing
to work diligently to complete the restatement of the periods
mentioned above and to file its outstanding Form 10-K and Form 10-Q
reports as soon as possible. About Terayon Terayon Communication
Systems, Inc. provides real-time digital video networking
applications to cable, satellite and telecommunication service
providers worldwide, which have deployed more than 6,000 of
Terayon's digital video systems to localize services and
advertising on-demand and brand their programming, insert millions
of digital ads, offer HDTV and other digital video services.
Terayon maintains its headquarters in Santa Clara, California, has
sales and support offices worldwide and is on the web at
http://www.terayon.com/. MEANINGFUL CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS Except for historical information
contained in this press release, the matters discussed in this news
release are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking
statements are subject to a number of risks and uncertainties that
may cause actual results to differ materially from those contained
in the forward- looking information, and are based on current
expectations, estimates, forecasts and projections of future
Company or industry performance based on management's judgment,
beliefs, current trends and market conditions. Such forward-looking
statements include, but are not limited to, statements relating to
Terayon's financial condition, cash balances and liquidity,
Terayon's ability to complete the restatement and regain compliance
with SEC reporting and NASDAQ listing requirements, any potential
re-listing of the Company's securities on The NASDAQ National
Market, and the trading of Terayon's common stock on the Pink
Sheets. There can be no assurance as to when Terayon's subsequent
processes, such as the restatement of its annual and quarterly
financial results, the audit and review, as applicable, of its
annual and quarterly financial statements, the filing of its Forms
10-K and 10-Q and compliance with SEC reporting and NASDAQ listing
requirements, will be completed, that the circumstance of the
restatement will not result in a finding of a material weakness in
the Company's internal control over financial reporting, that other
accounting errors or control deficiencies which individually or in
the aggregate constitute a material weakness will not be identified
during the preparation and audit of the consolidated financial
statements, that adjustments for other periods will not be
required, the need for and effective implementation of any related
corrective actions, and the ability of our independent auditors to
complete the restatements. In addition, our financial results,
liquidity and stock price may suffer as a result of the previously
announced restatement, the de-listing of our common stock by
NASDAQ, any subsequent action by NASDAQ and the trading of
Terayon's common stock on the Pink Sheets, the extent to which
market makers for our stock exist and quote our stock on the Pink
Sheets, the cost of completing the restatement and, if necessary,
the re-audit of the Company's financial statements, the Company's
ability to control operating expenses and maintain adequate cash
balances for operating the business going forward, disagreement by
any of the parties to the proposed settlement of the pending class
action litigation, the ongoing SEC investigation, any adverse
response of the Company's vendors, customers, stockholders, media
and others relating to the delay or restatement of the Company's
financial statements or the de-listing of our common stock from
NASDAQ, adverse changes in economic, business, competitive,
technological and regulatory factors and trends, the review and
application of the Company's accounting processes, policies and
procedures, and additional uncertainties related to accounting.
Actual outcomes and results may differ materially from what is
expressed, forecasted, or implied in any forward-looking statement.
Additional information concerning these and other risk factors
affecting Terayon's business can be found in prior press releases
as well as in Terayon's public periodic filings with the Securities
and Exchange Commission, available via Terayon's web site at
http://www.terayon.com/. Terayon disclaims any intent or obligation
to update these forward-looking statements beyond the date of this
release. NOTE: Terayon and the Terayon logo are registered
trademarks of Terayon Communication Systems, Inc. All other
trademarks are property of their respective owners. DATASOURCE:
Terayon Communication Systems, Inc. CONTACT: media, Rebecca West,
of AtomicPR, +1-415-402-0230, or , for Terayon; investors, Kirsten
Chapman, or Moriah Shilton, , both of Lippert/Heilshorn &
Associates, +1-415-433-3777, for Terayon Web site:
http://www.terayon.com/
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