Commerce Energy Group Receives AMEX Warning Letter
November 12 2004 - 12:06AM
PR Newswire (US)
Commerce Energy Group Receives AMEX Warning Letter COSTA MESA,
Calif., Nov. 12 /PRNewswire-FirstCall/ -- Commerce Energy Group,
Inc. (AMEX:EGR) a leading U.S. electricity service provider,
announced today that on November 5, 2004, it received written
notice from the American Stock Exchange ("AMEX") notifying it that
the staff of the AMEX Listing Qualifications Department had
determined that Commerce is not in compliance with the AMEX audit
committee composition requirements as set forth in Section 121B(2)
of the AMEX Company Guide because Commerce has only two independent
directors serving on the audit committee, rather than the required
three members. Such notice also stated that Commerce has until
November 16, 2004 to regain compliance with the AMEX requirements.
According to the charter of Commerce's Audit Committee, the
committee is to be comprised of three independent directors.
Commerce's Audit Committee currently has two independent members,
Robert C. Perkins (Chairman) and Mark S. Juergensen, with one
vacancy. The vacancy resulted from the resignation of Junona A.
Jonas as a director of Commerce's predecessor, Commonwealth Energy
Corporation ("Commonwealth"). Prior to Ms. Jonas' resignation, the
Audit Committee of Commonwealth was comprised of three independent
directors: Mr. Perkins, Mr. Juergensen and Ms. Jonas. Ms. Jonas
resigned from the Commonwealth Board effective March 8, 2004, due
to the demands of her full-time professional commitments. Following
Ms. Jonas's resignation, Commonwealth's board had five members. Of
the three directors who were not already members of the Audit
Committee, two were not independent under the AMEX rules. The only
remaining independent director, Craig G. Goodman, was already
serving as a member of the Compensation Committee and indicated
that his other obligations did not leave him with sufficient time
to serve on the Audit Committee. In connection with the
reorganization of Commonwealth into Commerce, Commonwealth decided
that it would be appropriate to add two new independent directors
to Commerce's board. Accordingly, Commonwealth decided to leave the
vacancy on the Audit Committee until new directors could be added
to the board. Commonwealth and Commerce identified and named in the
prospectus/proxy statement two additional independent directors
that Commerce expected to add to the board after the reorganization
was completed, who both consented to being named as potential
directors. The reorganization was approved by Commonwealth's
shareholders at a special meeting on May 20, 2004. Prior to the
special meeting of Commonwealth's shareholders to approve the
reorganization, two of Commonwealth's shareholders filed a lawsuit
alleging that Commonwealth's board of directors breached their
fiduciary duties by approving the reorganization and putting it to
a shareholder vote and seeking, among other things, to enjoin the
holding of the special meeting. This application was rejected by
the court on May 4, 2004, which found that the plaintiffs did not
have a probability of succeeding on the merits and that the board
appeared to have valid business reasons to put the reorganization
to a shareholder vote. Subsequent to the special meeting, a second
request for a temporary restraining order enjoining the
reorganization was denied by the court on July 6, 2004, and a
further hearing on the case was scheduled for August 13, 2004. The
reorganization became effective on July 6, 2004, and Commerce's
stock commenced trading on the AMEX on July 8, 2004. The August 13,
2004 hearing was rescheduled for August 18, 2004. At the August 18,
2004 hearing, the plaintiffs sought a court order unwinding the
completed reorganization, which the court denied. Because of the
pending litigation that threatened to enjoin or unwind the
reorganization, the two additional independent directors did not
join Commerce's board following the reorganization. By the time the
pending litigation challenging the effectiveness of the
reorganization was resolved in mid-August, Commerce's fiscal year,
which ends on July 31, had ended. Accordingly, the appointment of
additional directors to the board has been delayed until after
Commerce files its Form 10-K for the year ended July 31, 2004. On
October 29, 2004, Commerce filed a Form 12b-25 Notice of Late
filing with respect to its Form 10-K. The prescribed due date for
the filing of the Form 10-K is Monday, November 15, 2004. At the
present time, Commerce expects to add additional independent
directors to join the board following the filing of the 10-K, one
of whom will be appointed to the Audit Committee. In addition,
Craig G. Goodman, a current independent member of the board of
directors, has indicated that he would be willing to serve on the
Audit Committee following the filing of Commerce's Form 10-K until
a new independent director is appointed to the Audit Committee. As
of the date of this filing, Commerce believes that it will be in
compliance with the AMEX requirements within the cure period
allowed by AMEX. About Commerce Energy Group, Inc. Commerce Energy
Group, Inc. is a provider of energy products and services to
homeowners, commercial and industrial consumers, utilities,
governments and energy asset owners. Operating since 1998 as
Commonwealth Energy Corporation, Commerce Energy Group now operates
through its subsidiaries including Commonwealth Energy Corporation,
which holds FERC and state licenses for retail and wholesale energy
commodities and is a retail electricity provider to homes and
businesses in California, Michigan, Pennsylvania and New Jersey
under the brand name "electricAmerica"; Skipping Stone, an energy
consulting firm; and utiliHost, an outsourcing services and
technology provider. For more information visit
http://www.commerceenergy.com/. DATASOURCE: Commerce Energy Group,
Inc. CONTACT: Investor Relations, Verna Ray of Commerce Energy
Group, Inc., +1-714-259-2584, ; or Commerce Energy Group, Inc.,
+1-800-ELECTRIC Web site: http://www.commerceenergy.com/
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