/C O R R E C T I O N -- Craftmade International, Inc./
* Reuters is not responsible for the content in this press release.
In the news release, "Craftmade International, Inc. to Move Its Stock Listing
to OTCQX," issued 09-Nov-2009 by Craftmade International, Inc. over PR
Newswire, we are advised by the company that the dates in the seventh
paragraph under the heading, " PROCEDURAL DETAILS," have been updated. The
complete, corrected release follows:
Craftmade International, Inc. to Move Its Stock Listing to OTCQX
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 29, 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 27, 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 30, 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
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.
SOURCE Craftmade International, Inc.
C. Brett Burford, Chief Financial Officer of Craftmade International, Inc.,
+1-972-393-3800, investorrelations@craftmade.com; or Hala Elsherbini of
Halliburton Investor Relations, +1-972-458-8000, hala@halliburtonir.com, for
Craftmade International, Inc.
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