America Service Group Receives Expected Notice of Potential Delisting from NASDAQ Due to Late Filing of Form 10-Q; Company Will Appeal Through Request of Hearing Thereby Staying Potential Delisting.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 that due to the delay in filing 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"), it received, as expected, a notification on November 11, 2005, from the Listing Qualifications Department of NASDAQ indicating that the Company's common stock is subject to potential delisting as of the opening of business on November 22, 2005, pursuant to Marketplace Rule 4310(c)(14). Marketplace Rule 4310(c)(14) requires the Company to make on a timely basis all filings with the Securities and Exchange Commission ("SEC"), as required by the Securities Exchange Act of 1934, as amended. As previously announced on November 9, 2005, the Company delayed filing its Third Quarter 2005 10-Q pending the conclusion of an internal investigation being conducted under the Audit Committee of its Board of Directors into certain matters related to its subsidiary, Secure Pharmacy Plus. The Company previously announced this investigation in a press release dated October 24, 2005. The Company will appeal the NASDAQ staff's determination by timely requesting a hearing before a NASDAQ Listing Qualifications Panel (the "Panel"), thereby staying the potential delisting of the Company's common stock pending the issuance of a Panel decision. As part of the hearing with the Panel, the Company will request 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. Effective as of the opening of business on November 15, 2005, the Company's common stock will be traded on NASDAQ under the temporary trading symbol Trading symbol See: Ticker symbol ASGRE. There can be no assurance that the 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 is in compliance with Marketplace Rule 4310(c)(14). 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: --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; --the ability of the Company to obtain an exception from NASDAQ to allow the continued listing of the Company's common stock on NASDAQ until the Company files its Third Quarter 2005 10-Q and the Company's ability to comply with other 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. ; --risks associated with the possibility that we may be unable to satisfy covenants under our credit facility; --risks arising from potential weaknesses or deficiencies in our internal control over financial reporting; --the Company's ability to retain existing client contracts and obtain new contracts; 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 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. ; --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. |
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