Catuity Files Compliance Plan With NASDAQ; Plan Is Based On Pending Acquisition and Capital Raise.DETROIT -- Catuity 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 :CTTY CTTY Control Teletype CTTY Console Teletype )(ASX ASX See: Australian Stock Exchange :CAT) a provider of POS-focused solutions, including loyalty and gift card, today provided NASDAQ with its written plan to regain full compliance with NASDAQ's 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. . As previously announced on April 7 in a Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. filed with the U.S. Securities and Exchange Commission, NASDAQ notified the Company by letter that the Company was not in compliance at Dec. 31, 2004 with the Marketplace Rule requiring the Company to maintain shareholders' equity Shareholders' Equity A firms' total assets minus its total liabilities. Equivalently, it is share capital plus retained earnings minus treasury shares. Shareholders' equity is the amount by which a company is financed through common and preferred shares. of at least $2,500,000. Catuity said that the cornerstones of its plan to regain and sustain compliance with the shareholders' equity requirement are the closing of its previously announced acquisition of Loyalty Magic Pty Ltd and the completion of the associated capital raise. Additionally, the Company said today that it has retained Donohoe Advisory Associates LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , who has assisted the Company in the preparation of its definitive plan to present to NASDAQ. Donohoe provides consulting and investment banking services to public and private companies and specializes in advising on stock exchange regulatory matters. Donohoe Advisory is led by David A. Donohoe, Jr., the former Chief Counsel for the Listing Qualifications Department of The NASDAQ Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. , Inc. and is located in Rockville, MD. For more information, you may visit www.donohoeadvisory.com. "The fact that we have retained a firm with the integrity and intimate knowledge that David Donohoe and Donohoe Advisory Associates has is a signal of our absolute intention to comply with all NASDAQ listing requirements and of our board's continuing commitment to leverage the value of our NASDAQ listing," said John Racine, President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Catuity Inc. The Loyalty Magic acquisition and associated financing upon which the plan of compliance is based are scheduled to close following the Company's Annual General Meeting, which is expected to be held in the second quarter or early third quarter of this year. Detailed information on the merger will be contained in the Company's preliminary proxy statement, which is expected to be filed with the U.S. Securities and Exchange Commission within approximately one week. "While the outcome of our discussions with NASDAQ are not certain, management believes we have a compelling case for regaining full compliance as we execute our turnaround plan and move forward with the acquisition," said Mr. Racine. "We encourage shareholders to read the complete disclosure statements in our upcoming proxy." About Catuity Inc. Catuity Inc. delivers profits at the point of sale for its retail clients and their partners, including payments processors. The company provides loyalty processing services through a hosted solution that enables membership based loyalty programs and gift card programs to chain retailers in the U.S. and Canada. More information is available at the company's website at www.catuity.com. In conjunction with the provisions of the "Safe Harbor" section to 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, this release may contain forward-looking statements pertaining to future anticipated projected plans, performance and developments, as well as other statements relating to future operations. All such forward-looking statements are necessarily only estimates of future results and there can be no assurance that actual results will not materially differ from expectations. Further information on potential factors that could affect Catuity, Inc. is included in the Company's Form 10-K, which is filed with the US Securities & Exchange Commission. |
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