Magnetek, Inc. MAG today provided an update of its ongoing communications with the New York Stock Exchange.
The NYSE notified the Company on October 26, 2011, that it is reviewing the Company's proposed plan for continued listing on the NYSE. The Company had submitted its plan earlier in October 2011 and expects to receive a response from the NYSE within the next week. The NYSE Listings and Compliance Committee may choose, at its discretion, to truncate the plan period for regaining compliance with the NYSE's continued listing standards from the standard 18 month period, given the Company's recurrence of having fallen below the continued listing standards.
As previously disclosed in a press release issued and Form 8-K filed in September 2011, Magnetek received a notice from the NYSE that it was considered “below criteria” because the Company's total average market capitalization over a consecutive 30-day trading period and its most recently reported stockholders' equity each amounted to less than $50 million.
The NYSE further notified the Company on October 26, 2011, that the Company has fallen below the NYSE's continued listing standard relating to the price of its common stock, which requires a minimum average closing price of $1.00 per share over 30 consecutive trading days. As of October 20, 2011, the 30 trading-day average closing price was $0.98.
The Company has a period of six months to bring its average share price back above $1.00. Under the NYSE rules, the Company's common stock will continue to be listed on the NYSE during the cure period, subject to the Company's compliance with the other continued listing requirements. The Company plans to notify the NYSE within 10 days of receipt of the letter that it intends to cure the deficiency. The Company is not required to submit a business plan to the NYSE pertaining to the average share price.
Under the NYSE rules, the Company can demonstrate an accelerated cure based on a $1.00 share price on both the last trading day of any calendar month within the cure period and the average share price over the 30 trading days preceding the end of that month.
Given the Company's recurring compliance issues over the past several years with the NYSE's continued listing standards related to the Company's capitalization, the Company's most recent definitive proxy statement, filed on September 19, 2011, included a proposal for the Company's shareholders to vote on authorizing a reverse split of the Company's common stock.
The proposed reverse stock split is intended to increase the company's stock price in order to make the Company eligible for listing on another national exchange, either the Nasdaq Stock Exchange or the NYSE Amex Equities exchange , either at the Company's option, or in the event the Company is ultimately unable to regain compliance with the NYSE's continued listing standards. Nasdaq requires a minimum share price of $4.00 and Amex requires a minimum share price of $3.00.
In the event the reverse stock split is not authorized by shareholders and the Company does not ultimately regain compliance with the NYSE's continued listing standards within the prescribed time frames as outlined above, and if the NYSE commences proceedings to delist Magnetek, the Company would likely initiate an orderly transition to the over-the-counter market.
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