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| 8-K - CURRENT REPORT - Tix CORP | v197403_8-k.htm |
EXHIBIT 99.1
TIX
CORPORATION TO DELIST FROM NASDAQ AND MOVE ITS STOCK LISTING TO
OTCQX;
INTENDS
TO DEREGISTER ITS COMMON STOCK SUBJECT TO SEC APPROVAL
STUDIO
CITY, CA, September 28, 2010 – Tix Corporation (NASDAQ: TIXC) (the “Company”)
announced today it has been notified by the NASDAQ Stock Market (“NASDAQ”) that
the Company no longer meets the minimum $1.00 per share requirement for
continued listing on the NASDAQ under Listing Rule
5550(a)(2). Additionally, the Company today also announced that its
Board of Directors has approved a plan to voluntarily delist the
Company’s common stock from the NASDAQ. Following the delisting, the
Company intends to move its common stock listing to the OTCQX U.S. Premier
(“OTCQX”) over-the-counter market, operated by Pink OTC Markets
Inc.
Subsequent
to the delisting, the Company intends to deregister its common stock and suspend
its reporting obligations under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The Company has submitted a No-Action Request to the
Securities and Exchange Commission (“SEC”) to deregister its common stock and
suspend its reporting obligations under the Exchange Act. In the
event the SEC approves the Company’s No-Action Request, the Company will not
file any future annual or quarterly reports with the SEC, including a Form 10-Q
for the quarter ending September 30, 2010. The Company expects that
its shares will continue to trade under the “TIXC” ticker symbol following the
delisting from NASDAQ. The Company expects that, as a result of delisting and
deregistering under the Exchange Act, it will save approximately $1.0 million
annually and will free up considerable time for management to focus on the
Company’s strategy and operating performance.
Mitch
Francis, Chairman of the Board and CEO, stated, “We're taking this
important step with our shareholders' interests in mind. The burden
of reporting under the Exchange Act, and in recent years the added burden of
Sarbanes-Oxley, has become too expensive for many small companies such as Tix
Corporation. After careful consideration, the Company believes that
by moving its stock listing to the OTCQX and deregistering its common stock, it
can re-invest significant resources to help drive growth and profitability.
We believe that by utilizing the OTCQX platform, material savings can be
achieved while still providing reliable information to our
shareholders.”
Notwithstanding
the deregistration, the Company will continue to maintain a system of internal
controls over financial reporting to ensure the continuing accuracy and
reliability of results of operations reported to its stockholders.
Following deregistration, the Company will no longer bear the financial
burden of complying with the Exchange Act and the Sarbanes-Oxley Act of 2002,
legal and auditor reviews of SEC disclosures, as well as, accounting and other
administrative expenses related to the Company's NASDAQ listing and SEC
reporting requirements.
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The
Company chose the OTCQX marketplace because it believes it may provide
shareholders a more liquid market than the Pink Sheets and requires member
companies to adhere to a prescribed 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. The Company believes that these disclosures will
provide its shareholders with the ability to monitor the Company's results of
operations and continue to make informed investment decisions.
Procedural
Details
The
Company has notified the NASDAQ of its intent to voluntarily delist its common
stock from the NASDAQ and will file a Form 25 with the Securities and Exchange
Commission (the “SEC”) on or about October 12, 2010 to effect such voluntary
delisting. The delisting of the Company’s common stock will take effect no
earlier than 10 days after filing the Form 25, or on or about October 26, 2010.
As a result, the Company expects that the last day of trading of its common
stock on the NASDAQ will be on or about October 26, 2010. The Company is
currently taking the necessary steps to list its common stock on the OTCQX,
and expects the common stock to be listed on or about October 29,
2010. In the event that the Company’s common stock is not eligible
for trading on the OTCQX at that time, the common stock will trade on the Pink
Sheets.
Following
the effectiveness of the Form 25, the Company's common stock will no longer
trade on the NASDAQ. The Company intends to comply with the
OTCQX listing rules to enable its common stock to list on the OTCQX immediately
upon delisting from the NASDAQ. These rules require at least one market
maker to quote the Company's common stock after complying with certain
filing and disclosure rules or by complying with the unsolicited customer
order rule. In addition, the OTCQX requires companies to engage an approved
dedicated advisor for disclosure, to advise them on proper disclosure under
the OTCQX Alternate Reporting Standard, and to certify that listing and
disclosure requirements have been met. Given that the Company is
current in all of its SEC filings, it does not currently anticipate any
difficulties in meeting all of the OTCQX listing requirements, although there
can be no assurances that it will be able to do so.
Subsequent
to the effectiveness of the Form 25, the Company intends to file a Form
15 with the SEC to voluntarily deregister its common stock and suspend its
reporting obligations under the Exchange Act. The Company has submitted a
No-Action Request to the SEC to deregister under the Exchange Act. In
the event that the SEC approves the Company’s No-Action Request, the Company
will not be filing any future annual or quarterly reports with the SEC,
including a Form 10-Q for the period ending September 30, 2010. Upon
the filing of the Form 15, the Company's obligation to file reports and
forms with the SEC, including Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, will be suspended
immediately and all of the Company’s other SEC reporting obligations will be
suspended when the Form 15 becomes effective 90 days after filing.
The Company intends to immediately begin reporting under the OTCQX
Alternate Reporting Standard, including annual audited financial statements,
unaudited quarterly financial statements and current information. The
Company is eligible to deregister its common stock under the Exchange Act
because it has fewer than 300 stockholders of record. As of September 23,
2010, the Company had approximately 215 registered shareholders of
record.
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The
decision by the Company's Board of Directors to voluntarily delist
and deregister its common stock is in part a cost-savings measure to
significantly reduce annual expenses associated with the Company's NASDAQ
listing and compliance with SEC reporting requirements, including legal,
accounting and other administrative expenses. Given the limited current public
trading volume and liquidity of the Company's common stock, the Company
believes the benefits of having its common stock listed on a national
exchange and registered under the Exchange Act are outweighed by the
associated annual costs. The Board of Directors believe that the Company's
stockholders will be better-served if the Company spends more of
its financial resources and management's time on the Company's business
without the substantial cost and time associated with having to comply with
NASDAQ rules and SEC reporting obligations. The Board of Directors
determined to delist, deregister and suspend its public reporting
obligations after extensive deliberations of the advantages
and disadvantages of no longer being a public reporting company and careful
consideration of the recommendation of an independent committee and the
advice of the Company's legal counsel and other outside advisors. The Board
of Directors and management believe that the expense reductions inherent in
delisting and deregistering the common stock will benefit the Company and
its stockholders, and ultimately will serve to maximize the value of the
Company.
About
TIX Corporation
Tix
Corporation is an integrated entertainment company providing discount and
premium ticketing services, event and branded merchandising, and production /
promotion of live concert and theatrical events. It currently operates eleven
discount ticket stores in Las Vegas under the Tix4Tonight marquee, and offers up
to a 50 percent discount for same-day shows, concerts, attractions and sporting
events, as well as discount reservations for dining. The Company also offers
premium tickets to concerts, theater and sporting events throughout the United
States under its Tix4AnyEvent.com brand. The Company's Exhibit Merchandising
operation is engaged in branded merchandise development and sales activities
related to museum exhibitions and other events, including the King Tutankhamun
and Real Pirates tours; selling themed souvenir memorabilia and collector's
items in specialty stores in conjunction with the specific events and venues.
Tix Productions is dedicated to live concert and theatrical promotion and
production throughout the United States, Canada and Europe, and operates under
the banners of Magic Arts & Entertainment and NewSpace
Entertainment.
Safe
Harbor Statement
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.
Forward-looking statements are necessarily subject to risks and
uncertainties. 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. Our filings with the Securities and
Exchange Commission present a detailed discussion of the principal risks
and uncertainties related to our future operations, in particular our
Annual Report on Form 10-K for the year ended December 31, 2009, under
“Business Risks” in Part I, Item 1, and “Management’s Discussion
and Analysis of Financial Condition and Results of Operation” in Part I,
Item 7 of the Form 10-K, and reports on Form 10-Q and Form 8-K, all of
which can be obtained at www.sec.gov.
Contact:
Tix Corporation
Steve
Handy, CFO
818-761-1002
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