Arel Communications and Software to Appeal NASDAQ Staff Determination to Delist its Shares; Arel Received SEC Comments on Schedu
January 17 2006 - 8:30AM
Business Wire
Arel Communications and Software Ltd. (NASDAQ: ARLC) announced
today that on January 11, 2006, it received a Nasdaq Staff
Determination indicating that the Company does not comply with
Marketplace Rule 4320(e)(2)(B), which requires the Company to have
a minimum of $2,500,000 in stockholders' equity, or $35,000,000
market value of listed securities, or $500,000 of net income from
continuing operations for the most recently completed fiscal year
or two of the three most recently completed fiscal years, and that
its securities are therefore, subject to delisting from the Nasdaq
Capital Market. Nasdaq Staff rejected Arel's request to delay the
delisting until the completion of the Company's previously reported
going-private transaction which is currently underway. The Company
has requested a hearing before a Nasdaq Listing Qualifications
Panel to review the Nasdaq Staff determination. Arel's securities
will remain listed until the completion of the hearing process.
Separately, on January 12, 2006, the Company received comments from
the United States Securities and Exchange Commission on the
Schedule 13E-3 and its exhibits (including the draft proxy
statement to the Company's shareholders for their approval of the
going-private transaction), which Arel filed with the SEC on
December 27, 2005. Following the completion of the review process
Arel will notify its shareholders of the time and location of a
special shareholders meeting that will be scheduled to vote on the
going-private transaction. Should Arel complete the transaction as
planned, the Company shall deregister its shares under the
Securities Exchange Act of 1934 and delist from The Nasdaq Capital
Market at the transaction's close. About Arel Communications and
Software: Arel Communications and Software is a leader in
conferencing and collaboration solutions. Arel is focused on
enhancing communications, facilitating workgroup collaboration and
driving productivity in the enterprise. By providing a
comprehensive application suite, Arel Spotlight(TM), for leveraging
enterprise networks for rich-media communications, Arel replicates
in-person meetings in the online environment. Arel's newest
solution, Arel Anyware, is an audio-visual plug-in that establishes
true "face-to-face" meetings over the internet. Requiring only a
webcam for full-featured video operability, users can add video
conferencing to any web or IM/Presence application (such as
Microsoft(R) Office Live Meeting(TM)). Combining voice, video and
data conferencing in one easy-to-use Web-based solution, Arel
fosters interactive communications that significantly improve work
environments today. Arel's solutions impact key business processes
such as corporate and marketing communications, distance learning,
product development, customer relationship management, and supply
chain management. Allowing geographically dispersed users to work
together in groups, attend webinars and panel discussions,
participate in training courses, and have one-on-one meetings with
customers or colleagues, from virtually anywhere, Arel Spotlight is
a powerful tool for critical business communications. For more
information, visit www.arelcom.com. This press release contains
forward-looking statements that are subject to risks and
uncertainties. Factors that could cause results to differ
materially from these forward-looking statements include, but are
not limited to, the receipt of corporate and third party approvals,
obtaining the financing to carry out the proposed plan, general
business conditions in the industry, changes in demand for
products, the timing and amount or cancellation of orders and other
risks detailed from time to time in Arel Communications and
Software's filings with the Securities and Exchange Commission.
Arel is under no obligation (and expressly disclaims any such
obligation) to update or alter any forward-looking statements
whether as a result of new information, future events or otherwise.
All trademarks recognized.
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