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| 8-K - ALTIGEN COMMUNICATIONS INC | v176526_8k.htm |
Exhibit
99.1
AltiGen
Communications, Inc. Announces Intention to Trade on OTCQX Market
SAN JOSE, CA – March 5, 2010 –
AltiGen®
Communications, Inc. (NASDAQ: ATGN), the leading provider of integrated
Microsoft-based Unified Communications solutions, announced today its intention
to seek the voluntarily delisting of its common stock from the NASDAQ Capital
Market and relist on the OTCQX U.S. Premier (OTCQX) over-the-counter market,
operated by OTC Markets, Inc. The move remains subject to the listing
approval requirements of the OTCQX. AltiGen expects that its stock
will continue to trade under the same ticker symbol (OTCQX: ATGN).
AltiGen
has notified the NASDAQ Capital Market of its intention to voluntarily delist
its common stock. AltiGen anticipates deregistering its common stock
with the Securities and Exchange Commission and suspending its reporting
obligations under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). In the meantime, AltiGen intends to continue to fulfill its
reporting obligations under the Exchange Act and to provide shareholders with
current information by filing ongoing disclosure pursuant to OTCQX rules, which
include requirements to prepare quarterly and annual financial statements and
make current information available pertaining to material events.
AltiGen’s
Board of Directors decided to delist its common stock as part of a broader
effort to reduce costs and improve financial results. AltiGen has
implemented cost reduction strategies to reduce its selling, general and
administrative expenses and continues to focus its efforts on cost
control. The Board of Directors concluded that the costs of
maintaining its listing on the NASDAQ Capital Market and continuing to maintain
its reporting obligations under the Exchange Act outweigh the benefits to
AltiGen and its shareholders. AltiGen expects significant cost
savings annually from these changes when they have been fully
implemented.
Specific
factors considered by the Board of the Directors included:
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the
ongoing expenses that AltiGen would incur in complying with its
obligations under the NASDAQ Marketplace
Rules;
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the
substantial management time and effort required to comply with these
obligations;
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the
limited capital available to AltiGen in the public equity
markets;
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the
limited trading volume and liquidity of the common
stock;
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the
possibility that AltiGen would be involuntarily delisted from the NASDAQ
Capital Market due to failure to comply with continued listing
standards;
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the
challenges associated with implementation of a reverse stock split or
other activities required to regain compliance with the minimum bid price;
and
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the
impacts of these changes on suppliers, customers, employees, stockholders,
and others having relationships with
AltiGen;
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As
previously disclosed, on September 15, 2009, AltiGen received notice from NASDAQ
that it was not in compliance with the minimum bid price requirement for
continued listing on the NASDAQ Capital Market under NASDAQ Listing Rule
5550(a)(2).
Procedural
Details
AltiGen
intends to file a Form 25 with the Securities and Exchange Commission on or
about March 5, 2010 to voluntarily delist its common stock from the NASDAQ
Capital Market. The delisting will become effective 10 days
later. The last day of trading of AltiGen’s common stock on the
NASDAQ Capital Market will be on March 15, 2010, and AltiGen anticipates trading
of its common stock to commence on OTCQX on March 16, 2010.
OTCQX is
the premier tier of the over-the-counter market run by Pink OTC Markets Inc.,
which provides an inter-dealer electronic quotation and trading system in the
over-the-counter securities market. AltiGen chose OTCQX because it
anticipates that the OTCQX will provide AltiGen shareholders with a liquid
market. OTCQX requires member companies to adhere to a set of
financial disclosures. Specifically, OTCQX-listed issuers are
required to publicly disclose annual audited financial statements, unaudited
quarterly financial statements and current information pertaining to material
events. Following the deregistration of its common stock and planned
suspension of its reporting obligations under the Exchange Act, AltiGen believes
that the disclosures required of OTCQX-listed issuers will provide its
shareholders with the ability to monitor its progress and make informed
investment decisions.
In
connection with its listing on OTCQX, AltiGen has engaged B. Riley & Co., a
full-service investment bank, to assist AltiGen in the formulation of
disclosures as well as to help preserve liquidity in the stock and access to
institutional investors.
About
AltiGen Communications
AltiGen
Communications, Inc. (NASDAQ: ATGN) is a leading provider of VoIP business phone
systems and Microsoft-based Unified Communications solutions for small-to-medium
businesses (SMBs), including companies with multiple distributed locations,
branch offices and call centers. AltiGen’s scalable, integrated, and easy to
manage all-in-one unified communications solutions enable an array of
applications like standards based SIP VoIP phones and servers, unified
messaging, voicemail, call recording, conferencing, call activity reporting and
mobility solutions that leverage both the Internet and the public telephone
network to take advantage of the convergence of voice and data communications.
AltiGen’s systems are designed with an open architecture and are built on an
industry standard platform. This adherence to widely used standards allows
products to integrate with and leverage the existing technology investment of
partners and customers.
For more
information, call 1-888-ALTIGEN or visit the web site at
www.altigen.com.
Safe
Harbor Statement for Forward-Looking Statements
This
press release contains forward-looking statements based on our expectations as
of the date of this press release. These statements necessarily
reflect assumptions that we make in evaluating our expectations as to the
future. For example, forward-looking statements include statements
regarding AltiGen’s intentions, expectations and desires, the potential for
trading the common stock on OTCQX or any other market, the anticipated timing of
delisting and deregistration, the intent to make any specific information
publicly available in the future, and the expected costs and benefits of
delisting and deregistration. Our actual future performance and
results could differ from that contained in or suggested by these
forward-looking statements as a result of a variety of factors. These
statements reflect management’s current expectation. However, actual
results could differ materially as a result of unknown risks and uncertainties,
including without limitation any objection the Securities and Exchange
Commission may have to delisting or deregistration; AltiGen’s inability to
satisfy the criteria for delisting, deregistration and quotation on OTCQX or any
other market; unanticipated costs; potential failure to obtain anticipated cost
savings; the potential lack of interest among brokers in making a market in its
common stock; and the potential lack of publicly available information
sufficient to permit quotations of the common stock. For a more
detailed description of these and other risks and uncertainties affecting
AltiGen’s performance, please refer to AltiGen’s Annual Report on Form 10-K for
the fiscal year ended September 30, 2009 and all subsequent current reports on
Form 8-K and quarterly reports on Form 10-Q. All forward-looking
statements in this press release are based on information available to AltiGen
as of the date hereof and AltiGen assumes no obligation to update these
forward-looking statements.
Contacts:
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Phil
McDermott
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Todd
Kehrli or Jim Byers
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Chief
Financial Officer
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Investor
Relations
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AltiGen
Communications
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MKR
Group, Inc.
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(408)
597-9000 x161
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(323)
468-2300
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pmcdermott@altigen.com
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atgn@mkr-group.com
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