CallWave (CALL) to Voluntarily Delist Common Stock From Nasdaq
CallWave, Inc. (NASDAQ: CALL) announced that it has notified The Nasdaq Stock Market of its intent to voluntarily delist its common stock from The Nasdaq Global Market, and that it intends to voluntarily deregister its common stock under the Securities Exchange Act of 1934 (the "Exchange Act") and cease filing reports with the Securities and Exchange Commission (the "SEC").
The decision to voluntarily delist and deregister the common stock is a cost savings step that will reduce expenses associated with CallWave's Nasdaq listing and compliance with SEC reporting requirements, which include legal, accounting and other administrative fees. The Company's common stock is thinly traded and the Company does not believe the benefits of having its common stock listed and registered outweigh the burden of those annual costs. Management believes that the expense reductions created by delisting and deregistering the Company's shares will benefit CallWave and its shareholders, and ultimately will serve to maximize the value of the Company.
Accordingly, the Company expects that the last day of trading of its common stock on The Nasdaq Global Market will be on or about June 29, 2009. The filing of the Form 25 and notice to Nasdaq will be undertaken in anticipation of a vote by CallWave's stockholders at a special meeting to be held June 29, 2009 on proposals to effect a reverse 1-for-5,000 stock split of CallWave's common stock, the cash-out of fractional shares at an amount equal to the greater of (i) the average closing price per share for the period of ten (10) trading days ending with the last trading day immediately prior to the effective date of the reverse stock split, or (ii) $1.15, and a forward 5,000-for-1 stock split immediately following the reverse stock split and cash-out of fractional shares (the "Transaction"). CallWave is undertaking the Transaction to reduce the number of beneficial stockholders to fewer than 300 so that CallWave can deregister its common stock pursuant to applicable Exchange Act rules and, consequently, cease filing reports with the SEC. The record date for the special meeting was June 8, 2009 and the Company filed a definitive proxy statement with the SEC regarding the proposed Transaction on June 9, 2009. [SM]
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