Embarcadero Technologies, Inc. Announces NASDAQ Call for Review and Stay of NASDAQ Panel Decision, Late Filing Notification for
May 15 2007 - 2:00PM
Business Wire
Embarcadero Technologies, Inc. (NASDAQ: EMBT) announced today that
on May 10, 2007, the NASDAQ Listing and Hearing Review Council (the
�Listing Council�) called for review and determined to stay the
decision of the NASDAQ Listing Qualifications Panel (the �Panel�)
dated April 18, 2007 and any future Panel determinations to suspend
Embarcadero�s securities from trading pending further action by the
Listing Council. Accordingly, Embarcadero�s securities will remain
listed on the NASDAQ Global Select Market (�NASDAQ�) pending
further action by the Listing Council. As previously announced, the
Panel had required that Embarcadero file its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2006 and its Annual
Report on Form 10-K for the year ended December 31, 2006 by May 10,
2007 as a condition to continued listing on NASDAQ. The Listing
Council has now requested that Embarcadero submit any additional
information that it wishes the Listing Council consider regarding
the continued listing of Embarcadero�s securities on NASDAQ by June
29, 2007. Embarcadero intends to provide additional information to
the Listing Council by such date. There can be no assurance that
the Listing Council will determine to continue the listing of
Embarcadero�s securities on NASDAQ or that Embarcadero will be able
to satisfy any conditions to continued listing set forth by the
Listing Council. In the event that Embarcadero is unable to satisfy
any such conditions, or if the Listing Council so determines
following its review, Embarcadero�s securities will be delisted
from NASDAQ. Embarcadero also announced today that on May 11, 2007,
Embarcadero submitted to the Securities and Exchange Commission
(the �SEC�) a Notification of Late Filing pursuant to Rule 12b-25
of the Securities Exchange Act of 1934 related to its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2007 (the �Form
10-Q�). As previously disclosed, a Special Committee of the Board
of Directors has conducted a review of Embarcadero�s historical
stock option grant practices and related accounting and Embarcadero
anticipates that this review will result in the restatement of
certain of its historical financial statements (the �Restatement�).
Embarcadero is also currently evaluating the impact of the
Restatement on its report on internal control over financial
reporting, which may result in the determination that a material
weakness exists. Embarcadero is in the process of completing the
Restatement, and such efforts have impacted Embarcadero�s ability
to complete and file the Form 10-Q in a timely manner. Embarcadero
expects to complete the Restatement and file the Form 10-Q, as well
as its Quarterly Report on Form 10-Q for the quarter ended
September 30, 2006 and its Annual Report on Form 10-K for the year
ended December 31, 2006 (collectively, the �Reports�) in May 2007.
There can be no assurance that Embarcadero will be able to complete
the Restatement and file the Reports with the SEC in May 2007. In
addition, Embarcadero announced today that, as expected, on May 14,
2007, it received an additional deficiency notice from the Staff of
NASDAQ stating that Embarcadero is not in compliance with NASDAQ
Marketplace Rule 4310(c)(14), due to the delay in filing the Form
10-Q. NASDAQ Marketplace Rule 4310(c)(14) requires Embarcadero to
file with NASDAQ, via EDGAR filing with the SEC, on a timely basis
all reports and other documents required to be filed with the SEC.
NASDAQ has provided Embarcadero with an opportunity to make a
submission by May 21, 2007 specifically addressing the delay in
filing the Form 10-Q. Embarcadero intends to timely provide such a
submission. About Embarcadero Technologies Embarcadero
Technologies, Inc. (Nasdaq: EMBT) delivers professional grade
database tools that companies use to design, develop and manage
databases and the data they contain. More than 12,000 customers
worldwide and over 90 of the Fortune 100 rely on Embarcadero�s
cross-platform tools to reduce complexity, improve productivity and
strengthen security. The Company�s flagship database tools include:
ER/Studio, DBArtisan, Rapid SQL and Change Manager. Founded in
1993, Embarcadero Technologies is headquartered in San Francisco
with offices in Melbourne, Australia, Munich, Germany and
Maidenhead, United Kingdom. For more information, visit
www.embarcadero.com. Forward-Looking Statements The statements in
this press release that are not historical facts are
forward-looking statements that involve risks and uncertainties,
including risks associated with non-compliance with NASDAQ listing
requirements and the possible delisting of our securities, the
ability of the Special Committee to complete its review of the
Company�s historical stock option grant practices, any findings or
restatements resulting from such review and fluctuations in
quarterly results and other risks identified in the Company�s
periodic filings with the Securities and Exchange Commission
including, but not limited to, those appearing under the caption
�Risk Factors� in the Company�s most recent Quarterly Reports on
Form 10-Q and Annual Report on Form 10-K. Actual results, events,
and performance may differ materially. Readers are cautioned not to
place undue relevance on these forward-looking statements, which
speak only as of the date hereof. Except as required by law, the
Company does not intend to release publicly the result of any
revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect
the occurrence of anticipated events. Embarcadero, the Embarcadero
Technologies logos and all other Embarcadero Technologies product
or service names are trademarks of Embarcadero Technologies, Inc.
All other trademarks are property of their respective owners.
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