terminating the registration of our common stock and relieving
ourselves of the reporting requirements of the SEC and other
obligations, we estimate that we will save approximately
David A. Kraemer, President and Chief
Bestway, Inc. (BSTW) has been notified by NASDAQ that its common stock
will be delisted from the NASDAQ SmallCap Market effective at the opening of the
market on Tuesday, December 21, 2004.
NASDAQ has advised Bestway that the common stock will be delisted because of
the Company's failure to certify its compliance with the new audit committee
composition, audit and nominating committee charters, executive sessions and
code of conduct requirements.
Bestway had disclosed in November 2004 that it had received a letter from
NASDAQ indicating that the Company was not in compliance with the certification
requirement and that the Company would request a hearing with the NASDAQ Hearing
Panel on the matter (see
story). Bestway requested a written hearing, which was held on December 9,
2004. In connection with the hearing, the Company discussed its intent to go
private with NASDAQ and described the status of the transaction. Bestway requested that NASDAQ grant an extension to the Company regarding
the listing requirements until Bestway's going-private transaction was
completed. This appeal was denied by NASDAQ. Prior to undertaking the
going-private transaction, Bestway was in the process of complying with the
NASDAQ listing requirements, including the matters set forth in the
certification requirements described above.
NASDAQ has also advised Bestway that its securities may be immediately
eligible for quotation on the OTC Bulletin Board, effective with opening of
business on December 21, 2004, provided a market maker enters a quote on the
first day of eligibility. The OTC Bulletin Board symbol assigned to Bestway
is BSTW. In addition, the Company's common stock may become quoted in the Pink
Sheets upon application by a market maker. Because Bestway intends to
effectuate the going-private transaction, the Company will cease its NASDAQ
listing and will not appeal the NASDAQ ruling at this time.
Bestway had previously announced that it had filed a preliminary proxy
statement and Schedule 13E-3 with the Securities and Exchange Commission with
the intended result that it will cease to be a publicly held company and will
become a private corporation. "As a private corporation, the common stock would
not be eligible for NASDAQ listing," commented David A. Kraemer, President and
Chief Executive Officer. "By terminating the registration of our common stock
and relieving ourselves of the reporting requirements of the SEC and other
obligations, we estimate that we will save approximately $775,000 (see
story), consisting of
$115,000 in fees historically incurred, $590,000 in fees that would otherwise be
expected to be incurred in order to comply with Section 404 of Sarbanes Oxley,
and $70,000 in fees that would otherwise be expected to be incurred in order to
comply with other provisions of Sarbanes- Oxley once the termination of the
registration becomes effective. We believe that this decision is in the best
interest of our shareholders and the Company and remain committed to the
going-private transaction." Bestway is currently awaiting completion of the
SEC review of its proxy statement and Schedule 13E-3 before proceeding with a
reverse/forward stock split and subsequent termination of its registration.
Bestway has been engaged in the rent-to-own industry since 1987. The Company
owns and operates a total of sixty-nine stores located in the states of Alabama,
Arkansas, Georgia, Mississippi, North Carolina, South Carolina and Tennessee.
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