United PanAm Financial Corp. (Nasdaq:UPFC) today announced that it has
provided written notice to the Nasdaq Global Select Market ("NASDAQ”) of
its intent to voluntarily delist its Common Stock from the NASDAQ and to
deregister its Common Stock from the reporting requirements of the
Securities Exchange Act of 1934 (the "Exchange Act”) by filing Forms 25
and 15 with the U. S. Securities and Exchange Commission ("SEC”). The
Company anticipates filing the Form 25 on or about July 3, 2009 and the
Form 15 approximately ten (10) days afterwards.
Reasons for and Plans to Delist and Deregister Securities
UPFC’s decision to delist and deregister its securities was made after
careful and thorough consideration of the advantages and disadvantages
of continuing registration and the continuing costs and demands on
management time arising from compliance with SEC, Sarbanes-Oxley and
NASDAQ requirements. UPFC is eligible to deregister its securities
because it has fewer than 300 holders of record. The Board of Directors
believes the accounting, legal and administrative savings associated
with delisting and deregistration, both in terms of cost and in time,
are in the best interests of shareholders and UPFC. For UPFC’s size and
the thinly-traded nature of its stock, the Board believes the financial
and management burden is disproportionate to the benefits of maintaining
its registered status. In light of current and expected future
regulatory requirements, including requirements resulting from the
Sarbanes-Oxley Act, UPFC estimates that it may realize ongoing annual
savings of approximately $650,000 in addition to any indirect cost
savings. UPFC also expects that management will be able to better focus
its attention and resources on continuing to improve operations and
enhancing shareholder value.
UPFC expects that the deregistration will become effective within 90
days after the Form 15 is filed with the SEC. Upon filing of the
Form 15, UPFC’s obligation to file certain reports under the Exchange
Act, including Forms 10-K, 10-Q and 8-K, will immediately be suspended,
and once deregistration is effective, future reports will not be
available through the SEC EDGAR system. Following deregistration,
however, UPFC intends to continue to hold annual meetings and to
voluntarily make periodic financial and other information available to
its shareholders via its website, www.upfc.com.
As a result of deregistering with the SEC, UPFC’s Common Stock will no
longer be eligible for listing on the NASDAQ. UPFC anticipates, but
cannot guarantee, that following the Forms 25 and 15 filings, its Common
Stock will continue to be quoted and traded by the Pink Sheets
Electronic Quotation Service to the extent broker-dealers commit to make
a market in its shares. The Pink Sheets is a centralized quotation
service that collects and publishes market maker quotes in real time,
primarily through its website at www.pinksheets.com.
UPFC can provide no assurance that any broker-dealer will make a market
in UPFC’s Common Stock, which is a requirement for Pink Sheet quotation.
Previously Authorized Share Repurchase Plan
Pursuant to its previously authorized repurchase program UPFC may
repurchase its Common Stock. Under the authorization, UPFC may
periodically repurchase shares on the open market at prevailing market
prices or in privately negotiated transactions. As of June 4, 2009, UPFC
has purchased 2,089,738 shares and it is authorized to repurchase up to
1,410,262 additional shares of its Common Shares under the previously
approved share repurchase plan.
Testing New Loan Origination Platform
UPFC has begun "beta testing”, on a preliminary and limited basis, a new
platform to originate automobile installment contracts. Pursuant to
satisfactory results of the test program, expected by September 30,
2009, the Company may expand contract originations to other remaining
branches. UPFC had previously suspended contract originations during the
third quarter of 2008. The level of contract originations will be
subject to the results of the test and the availability of financing at
reasonable rates. There is no assurance that the Company will expand
contract originations nor that reasonable sources of financing will be
obtained.
United PanAm Financial Corp.
UPFC is a specialty finance company engaged in automobile finance, which
includes the purchasing and servicing of automobile installment sales
contracts originated by independent and franchised dealers of used
automobiles. UPFC conducts its automobile finance business through its
wholly-owned subsidiary, United Auto Credit Corporation.
Forward Looking Statements
Any statements set forth above that are not historical facts are
forward-looking statements made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act ("SLRA”) of 1995,
including statements concerning the Company’s strategies, plans,
objectives, intentions and projections. Generally, the words "believe,”
"expect,” "intend,” "estimate,” "anticipate,” "project,” "realize,”
"will” and similar expressions identify forward-looking statements,
which generally are not historical in nature. Such statements are
subject to a variety of estimates, risks and uncertainties, known and
unknown, which may cause the Company’s actual results to differ
materially from those anticipated in such forward-looking statements.
Potential risks and uncertainties include, but are not limited to, such
factors as UPFC’s access to liquidity sources; UPFC’s dependence on
securitizations; the lack of a securitization market; UPFC’s need for
substantial liquidity to run its business; loans UPFC made to
credit-impaired borrowers; reliance on operational systems and controls
and key employees; competitive pressures which UPFC faces; changes in
the interest rate environment; general economic conditions; the effects
of accounting changes; inability to manage consolidating operations; the
filing and effective dates of Forms 25 and 15 could differ; a broker
might not step in and provide a market to allow for Pink Sheet
quotations; and other risks discussed in the Company’s filings with the
Securities and Exchange Commission (SEC), including the Company’s Annual
Report on Form 10-K, which filings are available from the SEC. You
should not place undue reliance on forward-looking statements, which
speak only as of the date they are made. UPFC undertakes no obligation
to publicly update or revise any forward-looking statements.