Magnetek, Inc. ("Magnetek” or the "Company”) today provided an update of
its ongoing communications with the New York Stock Exchange ("NYSE”).
Magnetek’s Continued Listing Plan Submitted to the NYSE
The NYSE notified the Company on October 26, 2011, that it is reviewing
the Company’s proposed plan for continued listing on the NYSE. The
Company had submitted its plan earlier in October 2011 and expects to
receive a response from the NYSE within the next week. The NYSE Listings
and Compliance Committee may choose, at its discretion, to truncate the
plan period for regaining compliance with the NYSE’s continued listing
standards from the standard 18 month period, given the Company’s
recurrence of having fallen below the continued listing standards.
As previously disclosed in a press release issued and Form 8-K filed in
September 2011, Magnetek received a notice from the NYSE that it was
considered "below criteria” because the Company’s total average market
capitalization over a consecutive 30-day trading period and its most
recently reported stockholders’ equity each amounted to less than $50
million.
Below Criteria Notification for Average Share Price
The NYSE further notified the Company on October 26, 2011, that the
Company has fallen below the NYSE’s continued listing standard relating
to the price of its common stock, which requires a minimum average
closing price of $1.00 per share over 30 consecutive trading days. As of
October 20, 2011, the 30 trading-day average closing price was $0.98.
The Company has a period of six months (the "cure period”) to bring its
average share price back above $1.00. Under the NYSE rules, the
Company’s common stock will continue to be listed on the NYSE during the
cure period, subject to the Company’s compliance with the other
continued listing requirements. The Company plans to notify the NYSE
within 10 days of receipt of the letter that it intends to cure the
deficiency. The Company is not required to submit a business plan to the
NYSE pertaining to the average share price.
Under the NYSE rules, the Company can demonstrate an accelerated cure
based on a $1.00 share price on both the last trading day of any
calendar month within the cure period and the average share price over
the 30 trading days preceding the end of that month.
Proxy Statement Proposal Authorizing a Reverse Stock Split
Given the Company’s recurring compliance issues over the past several
years with the NYSE’s continued listing standards related to the
Company’s capitalization, the Company’s most recent definitive proxy
statement, filed on September 19, 2011, included a proposal for the
Company’s shareholders to vote on authorizing a reverse split of the
Company’s common stock.
The proposed reverse stock split is intended to increase the company’s
stock price in order to make the Company eligible for listing on another
national exchange, either the Nasdaq Stock Exchange ("Nasdaq”) or the
NYSE Amex Equities exchange ("Amex”), either at the Company’s option, or
in the event the Company is ultimately unable to regain compliance with
the NYSE’s continued listing standards. Nasdaq requires a minimum share
price of $4.00 and Amex requires a minimum share price of $3.00.
In the event the reverse stock split is not authorized by shareholders
and the Company does not ultimately regain compliance with the NYSE’s
continued listing standards within the prescribed time frames as
outlined above, and if the NYSE commences proceedings to delist
Magnetek, the Company would likely initiate an orderly transition to the
over-the-counter ("OTC”) market.
Important Information
On September 19, 2011, the Company filed with the Securities and
Exchange Commission ("SEC”) a definitive proxy statement and
accompanying material in connection with its annual meeting of
stockholders. Investors and security holders are strongly advised to
read the definitive proxy statement as it contains important information
about the Company and the proposals to be presented at the annual
meeting. Investors and security holders may obtain the proxy statement
and any annual, quarterly and current reports and other information the
company files with the SEC for free at the SEC’s website at www.sec.gov
or at the Company's website at www.magnetek.com
in the "Investor Relations” section, or by writing to the attention of
the Corporate Secretary of Magnetek, Inc., N49 W13650 Campbell Drive,
Menomonee Falls, Wisconsin 53051. The contents of the websites
referenced herein are not deemed to be incorporated by reference herein
or in the definitive proxy statement.
The Company’s directors and executive officers may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders for its annual meeting. Information regarding the interests
of such persons is included in the Company’s definitive proxy statement
filed with the SEC on September 19, 2011, which is available free of
charge as described above.
Special Note Regarding Online Availability of Magnetek Releases and
Filings
All Magnetek financial news releases and filings with the SEC are
posted to the Magnetek website. Material and financial releases as well
as SEC filings are available at www.magnetek.com.
Automatic email alerts for these postings are available from the
Investor Relations section of the site. Corporate and general releases
as well as product information are also available at www.magnetek.com.
Special Note Regarding Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on the Company’s expectations and
are subject to risks and uncertainties that cannot be predicted or
quantified and are beyond the Company’s control, including (1) the
potential inability to achieve timely compliance with the NYSE’s
continued listing standards, and (2) the potential for the Company to be
considered below criteria with respect to other NYSE listing standards.
Future events and actual results could differ materially from those set
forth in, contemplated by, or underlying these forward-looking
statements. These include, but are not limited to, economic conditions
in general, business conditions in material handling, elevator, mining,
and alternative energy markets, operating conditions, competitive
factors such as pricing and technology, risks associated with
acquisitions and divestitures, legal proceedings and the risk that the
Company’s ultimate costs of doing business exceed present estimates.
Other
factors that could cause actual results to differ materially from
expectations are described in the Company’s reports filed with the
Securities and Exchange Commission pursuant to the Securities Exchange
Act of 1934.
