DPAC Receives Nasdaq Determination Letter.GARDEN GROVE Garden Grove, city (1990 pop. 143,050), Orange co., S Calif., a suburb of Long Beach and Los Angeles, on the Santa Ana River; founded 1877, inc. 1956. Many of its residents work in nearby aerospace and defense installations, and there is light manufacturing. , Calif. -- DPAC DPAC Denver Performing Arts Complex (CO, USA aka: DCPA) DPAC Deferred Policy Acquisition Costs (insurance) DPAC District Parent Advisory Committee DPAC Dover Partnership Against Crime Technologies Corp. (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 :DPAC) received a Nasdaq Staff Determination on June 2, 2005 indicating that DPAC fails to comply with the minimum stockholders' equity Stockholders' Equity The portion of the balance sheet that includes capital received from investors in exchange for stock (paid-in capital), donated capital, and retained earnings. This is equal to total assets minus liabilities, preferred stock and intangible assets. requirement for continued listing set for in Marketplace Rule 4310(c)(2)(B) and the minimum bid price requirement of Marketplace Rule 4450(a)(5), and that the Common Stock is, therefore, subject to delisting Delisting When the stock of a company is removed from a stock exchange. Notes: Reasons for delisting include violating regulations and/or failure to meet financial specifications set out by the stock exchange. from the Nasdaq SmallCap Market. DPAC has requested a hearing before a Nasdaq Listing Qualifications Panel to review the Staff Determination. There can be no assurance the Panel will grant DPAC's request for continued listing. DPAC gave written notice to Nasdaq on May 20, 2005 to request a hearing on that determination among other things. At DPAC's request, Nasdaq scheduled a hearing for June 16, 2005 to reconsider the determination. DPAC believes that, by completing the QuaTech transaction, it can satisfy the Nasdaq SmallCap Market minimum requirements for continued listing of the Common Stock. At this time, DPAC's 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. and bid price are insufficient for continued listing, and DPAC has requested a hearing for Nasdaq to consider permitting DPAC time to regain compliance with those requirements, through its acquisition of QuaTech, concurrent financing and reverse stock split. Concerning DPAC's agreement to acquire QuaTech, Inc., the Nasdaq Staff has previously determined to characterize the transaction as a "reverse merger" and therefore apply to DPAC the standards for initial listing on the SmallCap Market. Initial listing standards are higher than continued listing standards in many respects, most importantly Adv. 1. most importantly - above and beyond all other consideration; "above all, you must be independent" above all, most especially in requiring a $4 per share stock price compared to $1 per share for continued listing. If the Nasdaq initial listing qualifications are applied, DPAC believes it may be impracticable to maintain its listing on the Nasdaq SmallCap Market and may forgo doing so in favor of completion of that transaction. DPAC will request approval for the contemplated transaction from its stockholders during its fiscal year 2005 annual meeting. At that time, DPAC also intends to seek shareholder approval for a reverse stock split. DPAC intends that the resultant stock price would be above the minimum bid price compliance level, whatever that may be. However, whether it is practicable to comply with the numeric numeric see numerical. numeric cluster see ten-key pad. listing qualifications will depend upon many factors, including whether the initial listing standards are indeed applicable. Therefore, DPAC's plans concerning a reverse stock split may change depending upon the results of the hearing to reconsider the Nasdaq Staff's determination. If DPAC is delisted for any reason, DPAC currently intends that its common stock would trade on the over-the-counter bulletin board. About DPAC Technologies Located in Garden Grove, California Garden Grove is a city centrally located in northern Orange County, California, United States. As of 2004, the city population was 170,000 people. California State Route 22, also known as the Garden Grove Freeway, passes through the city from east to west. , DPAC Technologies provides embedded Inserted into. See embedded system. wireless networking See wireless network. and connectivity products for machine-to-machine communication applications. DPAC's wireless products are used by major OEMs in the transportation, instrumentation and industrial control, homeland security Noun 1. Homeland Security - the federal department that administers all matters relating to homeland security Department of Homeland Security executive department - a federal department in the executive branch of the government of the United States , medical diagnostics and logistics markets to provide remote data collection and control. The Company's web site address is www.dpactech.com. Information concerning DPAC is filed by DPAC with the SEC and is available on the SEC web site, www.sec.gov. About QuaTech QuaTech, a privately-held company, is an industry performance leader in device networking Using an Ethernet LAN to interconnect sensors, instruments, machine tools, medical monitors, restaurant appliances, POS terminals and other devices. In the mid-1990s, Comtrol Corporation created the first "device server," which converts serial transmission to Ethernet, enabling and connectivity solutions. Through design, manufacturing and support, QuaTech maintains the highest levels of reliability and performance. Satisfied customers include OEMs, VARs and System Integrators, as well as end-users in many industries, including banking, retail/POS, access control, building automation and security, and energy management. QuaTech is a leading supplier of data connectivity products to financial institutions, serving five of the top 10 U.S. banks. Founded in 1983 and headquartered in Hudson, Ohio Hudson is a city in Summit County, Ohio, United States. The population was 22,439 at the 2000 census, making it the 389th largest city in the midwest. This number rose to 23,154 at the 2006 census estimates [1]. , QuaTech sells and supports its solutions both directly and through a global network of resellers and distributors. www.quatech.com Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release includes forward-looking statements. You can identify these statements by their forward-looking words such as "may," "will," "expect," "anticipate," "believe," "guidance," "estimate," "intend," predict," and "continue" or similar words or any connection with any discussion of future events or circumstances or of management's current estimates or beliefs. Forward-looking statements are subject to risks and uncertainties, and therefore results may differ materially from those set forth in those statements. A transaction as contemplated would require approvals of the Boards of Directors and shareholders of both parties and numerous other conditions. Full details of such a transaction will be provided to DPAC shareholders and filed with the SEC by DPAC as and when appropriate. There is no assurance possible, and none is intended, that the transaction will be completed at all or on the terms described. The transaction is and shall continue to be subject to numerous conditions and contingencies until the transaction is completed. DPAC Technologies Corp. will provide further detailed information to its shareholder as and when required to solicit their consent. The transaction's costs and diversion of management attention could negatively impact results. Other factors that affect DPAC's business and its ability to conclude a merger transaction include, but are not limited to, that our Airborne(TM) products are new, that we sell to original equipment manufacturers for new product introductions by them, and that all of these are subject to risks and uncertainties regarding new product introductions such as uncertainty of market acceptance. The parties need additional financing to complete the transactions as envisioned. Such financing may not be available on favorable terms. Also, there can be no assurance that such transaction will be completed or, if completed, that it will be successful. The transaction would involve a change of control, in that it is likely that voting control of DPAC may be given to former shareholders of QuaTech, and if the principal former shareholders of QuaTech were to act in concert, they might be able to elect a majority of DPAC's Board of Directors. Other factors that affect DPAC's business include, but are not limited to, the degree of market acceptance of our existing and planned wireless connectivity products, future business opportunities with these products, protection of licensed technology or proprietary rights, risks of 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. , our need for additional financing in order to realize our opportunities, other challenges related to completing our proposed merger with QuaTech, Inc., further challenges in subsequently combining our operations with QuaTech, Inc.'s own, and general market and economic conditions. More information about the risks and challenges faced by DPAC Technologies Corp. is contained in the Securities and Exchange Commission filings made by the Company 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. , 10-Q and 8-K. DPAC Technologies Corp. specifically disclaims any obligation to update or revise any forward-looking statements whether as a result of new information, future developments or otherwise. Additional Information: DPAC and QUATECH strongly urge their respective shareholders to read the relevant documents related to this transaction as and when filed by DPAC with the SEC, because they shall contain important information all the shareholders should consider. All DPAC's SEC filings are made available free of charge at the SEC website (www.sec.gov). Such documents, when filed, also are made available free of charge by DPAC. DPAC has filed Forms 8-K with the Securities and Exchange Commission concerning the proposed transaction. This news release is neither a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of any proxies nor an offer of any securities of any kind whatsoever. No securities mentioned herein have been registered or authorized au·thor·ize tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es 1. To grant authority or power to. 2. To give permission for; sanction: or approved by any federal or state securities regulator or commission. |
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