America Service Group Announces Delay in Filing of Form 10-Q.BRENTWOOD, Tenn. -- America Service Group Inc. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :ASGR ASGR America Service Group Inc. ASGR Armed Services Graves Registration Office ) announced today that the filing of its Quarterly Report on Form 10-Q Form 10-Q See 10-Q. for the three months ended September 30, 2005 ("Third Quarter 2005 10-Q") and the release of its financial results for the same period will be delayed pending the conclusion of an internal investigation being conducted under the direction of the Audit Committee of its Board of Directors. On October 24, 2005, the Company announced that its Audit Committee was conducting an internal investigation into certain matters related to its subsidiary, Secure Pharmacy Plus. The Audit Committee retained outside legal counsel who, in turn, engaged independent accountants to assist in the investigation. The Company has voluntarily reported the issues being investigated to the staff of the Securities and Exchange Commission ("SEC") and has informed the SEC staff it will cooperate fully with any inquiry the SEC may undertake. E[acute accent acute accent n. A mark (´) indicating: a. that a vowel is close or tense, as é in French été. b. that a vowel or syllable has a high or rising pitch, as in Chinese or Ancient Greek. c. ]Although the Company is currently unable to predict the ultimate outcome of the investigation, the Company does not expect to release its condensed con·dense v. con·densed, con·dens·ing, con·dens·es v.tr. 1. To reduce the volume or compass of. 2. To make more concise; abridge or shorten. 3. Physics a. consolidated financial statements Consolidated Financial Statements The combined financial statements of a parent company and its subsidiaries. Notes: Because consolidated financial statements present an aggregated look at the financial position of a parent and its subsidiaries, they enable you to gauge for the quarter ended September 30, 2005, until the investigation is complete. As a result, the Company will not be able to file its Third Quarter 2005 10-Q by the prescribed due date, November 9, 2005. The Company is currently unable to estimate the timing of the conclusion of the investigation and therefore when this filing will ultimately be made. E[acute accent]The Company has notified the SEC and NASDAQ that the filing of the Company's Third Quarter 2005 10-Q will be delayed while the investigation is being completed. The Company did not request a five-day extension of the filing deadline permitted under Rule 12b-25. As such, the Company is no longer in compliance with Marketplace Rule 4310(c)(14), a condition for the continued listing of the Company's common stock on NASDAQ. The Company anticipates that it will request and participate in a hearing before a NASDAQ Listing Qualifications Panel regarding its compliance with the listing standards. There can be no assurance that the NASDAQ Listing Qualifications Panel will grant the Company's request for an exception that would allow the continued listing of the Company's common stock on NASDAQ until the Company files its Third Quarter 2005 10-Q with the SEC. E[acute accent]America Service Group Inc., based in Brentwood, Tennessee Brentwood is a city in Williamson County, Tennessee, United States. The population was 23,445 as of the U.S. Census Bureau's 2000 census, and as of 2007, Brentwood's population has increased to over 30,000. Brentwood is an affluent Nashville suburb. , is a leading provider of correctional healthcare services in the United States. America Service Group Inc., through its subsidiaries, provides a wide range of healthcare and pharmacy programs to government agencies for the medical care of inmates. E[acute accent]Cautionary Statement E[acute accent]This press release contains "forward-looking" statements made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Statements in this release that are not historical facts, including statements about the Company's or management's beliefs and expectations, constitute forward-looking statements and may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes" or "intends" and similar words and phrases Words and Phrases® A multivolume set of law books published by West Group containing thousands of judicial definitions of words and phrases, arranged alphabetically, from 1658 to the present. . Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following: E[acute accent]--potential adverse effects to our financial condition, results of operations or prospects as a result of any changes to prior period financial statements, necessitated by its recently announced Audit Committee investigation; E[acute accent]--the ability of the Company to obtain an extension by NASDAQ to the hearing date or beyond, and in the event the Company is successful in obtaining an extension from NASDAQ, the Company's ability to comply with the NASDAQ listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. ; E[acute accent]--risks associated with the possibility that we may be unable to satisfy covenants under our credit facility; E[acute accent]--risks arising from potential weaknesses or deficiencies in our internal control over financial reporting; E[acute accent]--the Company's ability to retain existing client contracts and obtain new contracts; E[acute accent]--whether or not government agencies continue to privatize correctional healthcare services; E[acute accent]--the possible effect of adverse publicity on the Company's business; E[acute accent]--increased competition for new contracts and renewals of existing contracts; E[acute accent]--the Company's ability to execute its expansion strategies; E[acute accent]--the Company's ability to limit its exposure for catastrophic illnesses and injuries in excess of amounts covered under contracts or insurance coverage; E[acute accent]--the outcome of pending litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. ; E[acute accent]--the Company's dependence on key personnel; and E[acute accent]--the Company's determination whether to repurchase shares under its previously announced stock repurchase Stock repurchase A firm's repurchase of outstanding shares of its common stock. program. E[acute accent]A discussion of important factors and assumptions regarding certain statements and risks involved in an investment in the Company is contained in the Company's Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. and other filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date of this release. The Company assumes no obligations to update or revise them or provide reasons why actual results may differ. |
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