Paragon Technologies Announces Intention to Voluntarily Delist and Deregister Stock
April 01 2009 - 9:00AM
PR Newswire (US)
EASTON, Pa., April 1 /PRNewswire-FirstCall/ -- Paragon
Technologies, Inc. (NYSE Amex: PTG), a leading supplier of "smart"
material handling systems and "software-driven" warehouse and
distribution center solutions, today announced that it has notified
the NYSE Amex of its intent to voluntarily delist its common stock
from the NYSE Amex and deregister its common stock under the
Securities Exchange Act of 1934, as amended. The Company currently
anticipates that, on or about April 30, 2009, but no earlier than
April 30, 2009, the Company will file with the Securities and
Exchange Commission (the "SEC") and the NYSE Amex a Form 25
relating to the delisting and deregistration of its common stock.
The Company expects that trading in the Company's common stock will
be suspended on the date the Form 25 is filed, with the official
delisting of the Company's common stock becoming effective ten days
thereafter. Accordingly, the Company anticipates that trading of
its common stock on the NYSE Amex will be suspended on or about
April 30, 2009 and that its common stock will be delisted from the
NYSE Amex on or about May 11, 2009, and on or about that date the
Company will file with the SEC a Form 15, Notice of Termination and
Suspension of Duty to File, to terminate its reporting obligations
under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). When the Form 15 has been filed, the Company's
obligations to file certain reports with the SEC, including Forms
10-K, 10-Q and 8-K, will immediately be suspended. The Company
expects that the deregistration of its common stock will become
effective 90 days after the date the Form 15 is filed with the SEC.
The Company is eligible to deregister its common stock because it
has fewer than 300 stockholders of record. Following the delisting
and deregistration of the Company's common stock, it is expected
that trading of the Company's common stock by continuing
stockholders may be effected through privately negotiated
transactions or, if the Company qualifies, in the Pink Sheets (a
centralized quotation service that collects and publishes market
maker quotes for securities). The Company intends to try to comply
with rules permitting its common stock to be quoted in the Pink
Sheets. These rules require at least one market maker to quote the
Company's common stock after the market maker complies with certain
filing and disclosure rules or by complying with the unsolicited
customer order rule. However, there is no assurance that either the
Company or a market maker will comply with those rules. More
information about the Pink Sheets can be obtained from its website
at http://www.pinksheets.com/. The Company's Board of Directors
authorized the delisting and deregistration of the Company's common
stock after concluding that the consequences of remaining an
SEC-reporting company, including the significant costs associated
with regulatory compliance, outweighed the current benefits of
public company status to the Company and its stockholders. Among
the factors considered were (i) the costs, both direct and
indirect, incurred by the Company each year in connection with the
preparation and filing of periodic reports and forms with the SEC;
(ii) expected annual savings of approximately $275,000 in audit and
legal fees, Sarbanes-Oxley Section 404 documentation and testing,
Board of Directors fees, and public company reporting and filing
fees; (iii) the ongoing costs and requirements for independent
directors to serve on the Board of Directors and various
committees; (iv) the benefit of an increase in EBITDA and earnings
per share as a result of cost savings associated with a reduction
in regulatory filings and Sarbanes-Oxley compliance related
matters; (v) the benefit of allowing senior management to spend
less time with SEC report and form preparation that will enable
them to devote their full attention and effort to the Company's
operations and long-term financial performance; (vi) the reduction
in the amount of public information available to competitors; (vii)
the market value that the public markets are applying to the
Company; and (viii) the lack of institutional investor interest and
analyst coverage and the very thinly traded nature of the Company's
common stock. Len Yurkovic, Acting CEO of Paragon Technologies,
commented, "Paragon's efforts to deregister have been driven by our
goal to reduce current expenses and to avoid future expenses
related to additional auditing and reporting requirements
associated with being a public company, including those created by
the Sarbanes-Oxley Act." Paragon's SI Systems' branded technologies
drive productivity at Fortune 1000 companies and the United States
Government. About Paragon Technologies Paragon Technologies is a
leader in integrating material handling systems and creating
automated solutions for material flow applications. SI Systems'
branded technologies and material handling solutions address unit
assembly in manufacturing operations and order fulfillment
applications. One of the top material handling systems suppliers
worldwide, SI Systems' leading clients have included the United
States Postal Service, BMG, Peterbilt, Honda, and Maybelline.
Cautionary Statement. Certain statements contained herein are not
based on historical fact and are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995 and the Securities and Exchange Commission rules,
regulations and releases. Paragon intends that such forward-looking
statements be subject to the safe harbors created hereby. Among
other things, the forward-looking statements regard Paragon's
earnings, liquidity, financial condition, review of strategic
alternatives, and other matters. Words or phrases denoting the
anticipated results of future events, such as "anticipate," "does
not anticipate," "should help to," "believe," "estimate," "is
positioned," "expects," "may," "will," "is expected," "should,"
"continue," and similar expressions that denote uncertainty, are
intended to identify such forward-looking statements. Paragon's
actual results, performance, or achievements could differ
materially from the results expressed in, or implied by, such
"forward-looking statements": (1) as a result of factors over which
Paragon has no control, including the strength of domestic and
foreign economies, sales growth, competition, and certain cost
increases; and (2) if the factors on which Paragon's conclusions
are based do not conform to its expectations. The forward-looking
statements contained in this press release may become outdated over
time. Paragon does not assume any responsibility for updating any
forward-looking statements. Furthermore, achievement of the
objectives of the Company is subject to certain risks, including,
but not limited to, those risks outlined in Paragon's filings with
the Securities and Exchange Commission, including its annual report
on Form 10-K for the year ended December 31, 2008. This press
release and prior releases are available at
http://www.ptgamex.com/. DATASOURCE: Paragon Technologies, Inc.
CONTACT: Leonard S. Yurkovic, Acting CEO of Paragon Technologies,
Inc., +1-610-252-3205, +1-610-252-3102 (Fax) Web Site:
http://www.ptgamex.com/
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