Artificial Life Announces Its Intention to File Form 15 and Deregister Its Shares Under the U.S. Securities Exchange Act of 1...
March 28 2012 - 6:00PM
Artificial Life, Inc. (OTCPK:ALIF), an innovative investment
Company, announced today its Board of Directors and its Independent
Audit Committee has approved the filing of a Form 15 by the Company
with the U.S. Securities and Exchange Commission to voluntarily
deregister its common shares under the Securities Exchange Act of
1934. The Company intends to file the Form 15 with the SEC on or
about March 30, 2012.
The Company is eligible to deregister its common shares because
it had fewer than 300 holders of record of its common shares at the
beginning of its current fiscal year. Upon the filing of the Form
15, the Company's obligation to file certain reports with the SEC,
including Forms 10-K, 10-Q and 8-K, will immediately be
suspended. Other filing requirements will terminate upon the
effectiveness of the deregistration, which is expected to occur 90
days after the filing of the Form 15.
The Company's Board of Directors and its Independent Audit
Committee made this decision after careful considerations and
review of the cumulative costs and pros and cons of being an SEC
registered company. The Company believes that currently the
incremental cost of compliance with general SEC regulations and
Sarbanes-Oxley and other reporting requirements does not provide a
discernible benefit to the Company and its shareholders and is
currently not commercially justifiable.
The Company has been charged more than USD 450,000 and USD
850,000 for auditor fees and related legal fees for the fiscal year
2010 and 2011, respectively. Therefore, the savings derived from
the deregistration are expected to be significant. The
deregistration will also allow management to devote more time and
resources to build up the business, to implement its new investment
business model, to support its existing promising subsidiaries like
Artificial Life Investments, Alife Studios and Green Cortex, to
make new investments and to focus on its lawsuits against KPMG and
others.
In addition, management is intending to improve and solidify the
Company's financial basis by licensing its assets, by establishing
credit lines and by raising new funds for growth and acquisitions.
The goal of management for the next quarters is to increase
shareholder value and to substantially increase the market value of
its equity.
Since June 17, 2011, the Company's shares have been listed
on the Pink Sheets segment and the Company expects that they will
remain traded there after deregistration. Although no longer
required by the SEC after deregistration, the Company presently
intends to provide performance data from time to time to the public
and its shareholders. There can be no assurance, however, that the
Company will continue to provide such information in the future or
that its common shares will continue to be quoted on the Pink
Sheets after deregistration of the common shares.
The Company may elect to register its shares again with the SEC
or other foreign regulatory authorities at a later point in time
after the new business model has been fully implemented and the
market value of its equity has resumed higher levels.
About Artificial Life, Inc.
Artificial Life, Inc. is a new kind of investor. We act as a
global incubator and business network provider and facilitator for
our investment companies, assisting them in their funding efforts,
sales, production, and general business development activities.
When needed, we also inject our valuable intellectual property into
our investment companies for their use. We invest mainly in the
BRICS (Brazil, Russia, India, China and South Africa) markets with
a focus on smartphone content and wireless technology such as: near
field communication, mobile business apps and games, mobile health
services, social networking apps and games, and mobile commerce. We
have won many industry awards for outstanding technology and
products in prior years.
Artificial Life, Inc. is a Delaware registered corporation
founded in 1994 in Boston. We are a public US entity (OTCPK:ALIF).
Our global headquarters is in Hong Kong.
The Artificial Life logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=1669
For more information on ARTIFICIAL LIFE, INC., please visit:
www.artificial-life.com
Forward-Looking Statements:
This press release contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Such forward-looking statements include, without
limitation, statements regarding our future results of operations,
financial condition and business prospects. In some cases, you can
identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "intend", "plan", "anticipate",
"believe", "estimate", "predict", "potential", "continue" or the
negative of these terms or other comparable terminology. Although
such statements are based on our own information and information
from other sources we believe to be reliable, you should not place
undue reliance on them. These statements involve risks and
uncertainties, and actual market trends or our actual results of
operations, financial condition or business prospects may differ
materially from those expressed or implied in these forward looking
statements for a variety of reasons. Potential risks and
uncertainties include, but are not limited to: the general economic
conditions in the markets in which we operate; the success of our
newly adopted business model and strategy; our ability to find
investment targets for reasonable conditions; the economic
conditions in the BRICS nations; our ability to sell equity or
assets and intellectual property; our ability to obtain additional
funding to operate and grow our business and to do investments;
changing consumer preferences and uncertainty of market acceptance
of our products; timely adoption and availability of broadband
mobile technology; market acceptance for use of mobile handheld
devices; our reliance on a relatively small number of clients and
brands; our ability to license brands from others; our dependence
upon resellers and telecommunication carriers and operators to
distribute our products; our ability to successfully develop,
introduce, and sell new or enhanced products in a timely manner;
and the timing of new product announcements or introductions by us
or by our competitors. For additional discussion of these risks and
uncertainties and other factors, please see the documents we file
from time to time with the Securities and Exchange Commission,
including our Annual Report on Form 10-KSB filed on August 2nd,
2011. We assume no obligation to update any forward-looking
statements, which apply only as of the date of this press
release.
CONTACT: Artificial Life IR and PR Contact:
Tel: (+852) 3102 2800
ir@artificial-life.com
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