CryptoLogic Limited: NASDAQ Listing Rules Notice
04 5월 2012 - 7:30PM
Marketwired
As announced by CryptoLogic Limited (the "Company")
(TSX:CRY)(TSX:CXY)(NASDAQ:CRYP) on April 3, 2012, Simon Creedy
Smith and James Wallace have resigned from the Company's board of
directors, and two additional directors, David Baazov and Divyesh
Gadhia have been named as new directors of the Company. In
addition, David Gavagan has resigned as Chairman of the board of
directors and Interim Chief Executive Officer, and David Baazov has
assumed the role of Chief Executive Officer.
Prior to April 3, 2012, the Company's audit committee consisted
of Thomas Byrne, Simon Creedy Smith and James Wallace. As a result
of the resignations of Messrs. Creedy Smith and Wallace, the audit
committee currently consists of a single independent director.
On April 30, 2012, the Company received a NASDAQ Staff
Deficiency Letter that, as a result of the resignations of Messrs.
Creedy Smith and Wallace, the Company no longer complies with
NASDAQ's audit committee requirements as set forth in NASDAQ
Listing Rule 5605(c)(2), which requires that the audit committee be
composed of at least three independent directors. Under the NASDAQ
Listing Rules, the Company has 45 calendar days to submit a plan to
regain compliance. If the plan is accepted, NASDAQ can grant an
extension of up to 180 days from the date of the NASDAQ Staff
Deficiency Letter for the Company to demonstrate compliance.
The NASDAQ Staff Deficiency Letter has no immediate impact on
the Company's listing on NASDAQ. The Company is reviewing its
options with respect to regaining compliance.
Additionally, as a result of the resignations and appointments
referred to above, the Company's board of directors consists of two
independent directors and two non-independent directors, and the
Company would no longer, therefore, comply with the requirements of
NASDAQ Listing Rule 5605(b)(1), which requires a majority of the
board of directors must be comprised of independent directors. The
Company is, however, relying on the foreign private issuer
exemption for a majority independent board under Listing Rule
5615(a)(3).
CRYPTOLOGIC FORWARD LOOKING STATEMENT DISCLAIMER:
This press release contains forward-looking statements within
the meaning of applicable securities laws. Statements in this press
release, which are not historical are forward-looking statements
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The words "believe",
"expect", "anticipate", "estimate", "intend", "may", "will",
"would" and similar expressions and the negative of such
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Forward-looking statements are based on certain
factors and assumptions including expected growth, results of
operations, performance, business prospects and opportunities,
foreign exchange rates and effective income tax rates. While the
Company considers these factors and assumptions to be reasonable
based on information currently available, they may prove to be
incorrect. Forward-looking statements involve known and unknown
risks and uncertainties that may cause actual results, performance
or achievements of the Company to differ materially from the
anticipated results, performance or achievements expressed or
implied by such forward-looking statements. Risks related to
forward-looking statements include, without limitation, risks
associated with the Company's financial condition, prospects and
opportunities, legal risks associated with Internet gaming and
risks of governmental legislation and regulation, risks associated
with market acceptance and technological changes, risks associated
with dependence on licensees and key licensees, risks relating to
international operations and risks associated with competition.
Additional risks and uncertainties can be found in the Company's
Form 20-F for the fiscal year ended December 31, 2010 under the
heading "Item 3 - Key Information - Risk Factors" and in the
Company's other filings with the US Securities and Exchange
Commission and Canadian provincial securities commissions. Given
these risks and uncertainties, readers are cautioned not to place
undue reliance on such forward-looking statements. Forward-looking
statements are given only as at the date of this release and the
Company disclaims any obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise, except as otherwise required by
law.
Contacts: CryptoLogic: David Baazov CEO +1 514 744 3122
CryptoLogic: Daniel Sebag CFO +1 514 744 3122 Luther Pendragon (PR
adviser to CryptoLogic): Neil Thapar +44 (0)20 7618 9100 Luther
Pendragon (PR adviser to CryptoLogic): Alexis Gore +44 (0)20 7618
9100
Cryptologic Limited (MM) (NASDAQ:CRYP)
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Cryptologic Limited (MM) (NASDAQ:CRYP)
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