Excelligence Receives Notice of Potential Delisting from NASDAQ Due to Late Filing of Form 10-Q.MONTEREY, Calif. -- Excelligence Learning Corporation (Nasdaq:LRNS) announced today that, on August 16, 2005, the Company received notice from 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. Listing Qualifications Staff that the Company's securities are subject to potential 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. as of August 25, 2005 from The NASDAQ Stock Market due to the Company's failure to file its quarterly report on Form 10-Q Form 10-Q See 10-Q. for the three months ended June 30, 2005 on a timely basis. On August 12, 2005, the Company announced a delay in the filing of its Form 10-Q pending completion of an internal investigation of allegations by current and former accounting personnel that the Company had improperly failed to record and accrue for certain obligations for the period and fiscal year ended December 31, 2004. The Company currently cannot estimate when it may file its Form 10-Q for the three months ended June 30, 2005, but will do so as soon as practicable following completion of the investigation. Because of this delay, the Company is not in compliance with NASDAQ Marketplace Rule 4310(c)(14), which requires the timely filing with NASDAQ of all reports and other documents filed or required to be filed with the Securities and Exchange Commission. As a result of the filing delinquency, NASDAQ changed the Company's trading symbol Trading symbol See: Ticker symbol for its securities from "LRNS" to "LRNSE" at the opening of business on August 18, 2005. The Company expects to make a timely request for hearing before a NASDAQ Listing Qualifications Panel to request continued listing on The NASDAQ SmallCap Market until the Company files its Form 10-Q for the three months ended June 30, 2005. In its notification letter, the NASDAQ Listing Qualifications Staff informed the Company that this request will result in a postponement of the delisting pending the Panel's decision. However, the Company can provide no assurance that the Panel will grant its request for continued listing. About Excelligence Learning Corporation Excelligence Learning Corporation is a developer, manufacturer and retailer of educational products which are sold to child care programs, preschools, elementary schools elementary school: see school. and consumers. The Company serves early childhood professionals, educators, and parents by providing quality educational products and programs for children from infancy to 12 years of age. With its proprietary product offerings, a multi-channel distribution strategy and extensive management expertise, the Company aims to foster children's early childhood and elementary education elementary education or primary education Traditionally, the first stage of formal education, beginning at age 5–7 and ending at age 11–13. . The Company is composed of two business segments, Early Childhood and Elementary School. Through its Early Childhood segment, the Company develops, markets and sells educational products through multiple distribution channels primarily to early childhood professionals and, to a lesser extent, consumers. Through its Elementary School segment, the Company sells school supplies and other products specifically targeted for use by children in kindergarten through sixth grade to elementary schools, teachers and other education organizations. Those parties then resell re·sell tr.v. re·sold , re·sell·ing, re·sells 1. To sell again. 2. To sell (a product or service) to the public or to an end user, especially as an authorized dealer. the products either as a fundraising device for the benefit of a particular school, student program or other community organization, or as a service project to the school. Excelligence Learning Corporation's headquarters is in Monterey, California For other uses, see Monterey (disambiguation). The City of Monterey is located on Monterey Bay along the Pacific coast in central California. As of 2005, the city population was 30,641. and its website is www.excelligencelearning.com. 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. Statement Under 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 press release contains 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. as defined in the Private Securities Litigation Reform Act of 1995 about matters such as the investigation of the Company's previously released financial statements and accruals Accruals Accounts on a balance sheet that represent liabilities and non-cash-based assets used in accrual-based accounting. These accounts include, among many others, accounts payable, accounts receivable, goodwill, future tax liability and future interest expense. for certain obligations, the time needed to complete the investigation, and 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. . These statements are based on management's current expectations and actual results may differ materially as a result of various risks and uncertainties, including those set forth in the Company's prior press releases and periodic public filings with the Securities and Exchange Commission, which are available via Excelligence's web site at www.excelligencelearning.com. There can be no assurance that the investigation discussed in this release or subsequent processes will be timely completed, that any modifications or changes will be made or, if made, can be timely or effectively implemented or implemented before any delisting proceeding is concluded by the NASDAQ Stock Market. In addition, the Company's financial results and stock price may suffer as a result of this investigation and any subsequent determination from this process. The forward-looking statements in this earnings release are made as of August 19, 2005, and Excelligence Learning Corporation does not undertake to revise or update these forward-looking statements, except to the extent that it is required to do so under applicable law. |
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