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America Service Group Receives Expected Notice of Noncompliance with NASDAQ Marketplace Rule Due to Director Resignations; Company Expects to Regain Compliance within the NASDAQ Cure Period.


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, due to the resignation from the Company's Board of Directors of Michael E. Gallagher and Carol R. Goldberg on May 6, 2006, and May 8, 2006, respectively, it received, as expected, a notification on May 17, 2006, from NASDAQ Listing Qualifications indicating that the Company no longer complies with NASDAQ's independent director and audit committee requirements as set forth in Marketplace Rule 4350. Marketplace Rule 4350(c) requires that a majority of the Company's Board of Directors be comprised of independent directors. Marketplace Rule 4350(d)(2)(A) requires that the Company's Audit Committee be comprised of at least three members, each of whom are independent.

Consistent with Marketplace Rule 4350(c)(1), the Company has been provided a cure period until the earlier of the Company's next annual shareholders' meeting shareholders' meeting n. a meeting, usually annual, of all shareholders of a corporation (although in large corporations only a small percentage attend) to elect the Board of Directors and hear reports on the company's business situation. , which is currently scheduled for June 14, 2006, or May 6, 2007, in order to regain compliance. To regain compliance, the Company must submit to NASDAQ documentation, including biographies of any proposed directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance within this period, NASDAQ will provide written notification that its securities will be delisted. The Company is actively conducting a search for at least two independent directors to serve on its Board of Directors and Audit Committee. The addition of one qualified independent director to serve on the audit committee will allow the Company to regain compliance with Marketplace Rule 4350.

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 United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . 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.

Cautionary Statement

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:

--the ability of the Company to add new independent directors to its Board of directors and Audit Committee so as to regain compliance with 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.
;

--the risk that government entities (including the Company's government customers) may bring enforcement actions against, seek additional refunds from, or impose penalties on, the Company or its subsidiaries as a result of the matters investigated by the Audit Committee or the previous restatement of the Company's financial results;

--the risks arising from shareholder 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.
 as a result of the matters recently investigated by the Audit Committee or the previous restatement of the Company's financial results;

--risks associated with the possibility that the Company may be unable to satisfy covenants under its credit facility;

--risks arising from potential weaknesses or deficiencies in our internal control over financial reporting;

--risks arising from the possibility that the Company may be unable to collect accounts receivable accounts receivable n. the amounts of money due or owed to a business or professional by customers or clients. Generally, accounts receivable refers to the total amount due and is considered in calculating the value of a business or the business' problems in paying ;

--the Company's ability to retain existing client contracts and obtain new contracts;

--the Company's ability to comply with government regulations and/or orders of judicial authorities;

--whether or not government agencies continue to privatize correctional healthcare services;

--the possible effect of adverse publicity on the Company's business;

--increased competition for new contracts and renewals of existing contracts;

--the Company's ability to execute its expansion strategies;

--the Company's ability to limit its exposure for catastrophic illnesses and injuries in excess of amounts covered under contracts or insurance coverage;

--the outcome of pending litigation;

--the Company's dependence on key personnel; and

--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.

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.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:May 18, 2006
Words:737
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