puraDYN Files Notice of Voluntary Delisting from American Stock Exchange; Cites Long-Term Needs of Company and Stockholders
30 6월 2005 - 4:45AM
Business Wire
puraDYN Filter Technologies Incorporated (AMEX:PFT) announced today
that the Company has submitted to the American Stock Exchange
notice of its intent to withdraw from listing its common stock, and
has filed an application for delisting with the Securities and
Exchange Commission (SEC) pursuant to Section 12(d) of the
Securities Exchange Act of 1934. puraDYN's Board of Directors
considered several factors in making this decision, including: --
Determination that the Company, as previously notified on April 28,
2005, would not be able to timely comply with the Exchange's
ongoing financial compliance listing standards under Section
1003(a)(i) and (ii) of the Exchange's Company Guide. -- Subsequent
notice received from the Exchange on June 24, 2005 that the Company
is not in compliance with Sections 301, 711 and 713(a)(ii) of the
Company Guide, the consequences of which would require the Company
to either 1) limit the amount of financing of its previously
announced private offering or 2) incur additional costs and defer
receipt of the financing pending stockholder approval as required
by the Exchange's rules. -- The expense of maintaining the listing
of the Company's common stock on the Exchange, including the cost
for Exchange-listed shares of complying with requirements relative
to the Sarbanes-Oxley Act of 2002, which has had, and is expected
to have, a significant negative effect on the Company's cash flow
and earnings. -- Continued compliance with the listing rules and
requirements of the Exchange and Sarbanes-Oxley demand significant
attention and time from Company management and personnel that could
be dedicated to developing business and pursuing strategic
opportunities. Joseph V. Vittoria, Chairman, said, "After careful
deliberation, our Board of Directors concluded that the needs of
the Company and its stockholders are better served at this time and
the foreseeable future by delisting puraDYN from the Exchange and
trading its common stock on the OTC Bulletin Board. "In conjunction
with senior management, we believe that this action will result in
material savings to the Company and allow our team to focus solely
on our business operations." puraDYN continues to be required to
file reports with the SEC under Section 13 of the Securities
Exchange Act of 1934, including quarterly and annual reports, and
its common stock is expected in the ordinary course to be included
for quotation on the OTC Bulletin Board. The Company will also
continue to engage the services of its independent registered
public accounting firm, Daszkal Bolton LLP, to perform quarterly
and annual audits of the Company's financial statements and
maintain many of the corporate governance improvements the Company
achieved during its tenure on the Exchange. puraDYN will announce
the new trading symbol and effective date of trading when received.
About puraDYN Filter Technologies Incorporated puraDYN designs,
manufactures and markets the puraDYN(R) Bypass Oil Filtration
System, the most effective filtration product on the market today.
It continuously cleans lubricating oil and maintains oil viscosity
to safely and significantly extend oil change intervals and engine
life. Effective for internal combustion engines, transmissions and
hydraulic applications, the Company's patented and proprietary
system is a cost-effective and energy-conscious solution targeting
an annual $13 billion potential industry. The Company has
established aftermarket programs with several of the transportation
industry leaders such as Volvo Trucks NA, Mack Trucks, PACCAR; a
strategic alliance with Honeywell Consumer Products Group,
producers of FRAM(R) filtration products; and continues to market
to major commercial fleets. puraDYN(R) equipment has been certified
as a 'Pollution Prevention Technology' by the California
Environmental Protection Agency and was selected as the
manufacturer used by the US Department of Energy in a three-year
evaluation to research and analyze performance, benefits and cost
analysis of bypass oil filtration technology. Statements in this
press release which are not historical data are forward-looking
statements which involve known and unknown risks, uncertainties or
other factors not under the Company's control, including but not
limited to the possible inability to raise capital funds, lack of
protection from intellectual property, vulnerability because of
manufacturing a limited number of products, dependence on
distributors, orders previously stated in this press release may
not materialize, and the possibility that the products do not meet
customers' needs, which may cause actual results, performance or
achievements of the company to be materially different from the
results, performance or other expectations implied by these
forward-looking statements. These factors include, but are not
limited to, those detailed in the Company's periodic filings with
the Securities and Exchange Commission.
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