SANTA CLARA, Calif., Dec. 18 /PRNewswire-FirstCall/ -- Coherent, Inc.
(Nasdaq: COHR) announced today that the Securities and Exchange Commission
("SEC") has denied the Company's motion to stay decision of The NASDAQ
Stock Market LLC ("Nasdaq"), to suspend and delist the Company's common
stock. Therefore, effective at the opening of business on Wednesday,
December 19, 2007, the Company's common stock will be suspended from
trading on the Nasdaq Global Market, and will be subsequently delisted.
As previously disclosed by the Company, by a decision dated November
30, 2007, the Board of Directors of Nasdaq (the "Nasdaq Board") gave the
Company until December 17, 2007 to file its past due periodic reports with
the SEC and regain compliance with Nasdaq's listing requirements contained
in Nasdaq Marketplace Rule 4310(c)(14). In its decision, the Nasdaq Board
noted that the Company has been out of compliance with Nasdaq Marketplace
Rule 4310(c)(14), which requires the timely filing of reports with the
Securities and Exchange Commission ("SEC"), for a period of one year from
the final due date of the Company's annual report on Form 10-K for the
fiscal year ended September 30, 2006 (the "2006 10-K"). On December 11,
2007, the Company filed the 2006 10-K with the SEC, which was within one
year from when the 2006 10-K was due. The Company continues to work
diligently to finalize its remaining delinquent SEC filings and had
requested that the Nasdaq Board give the Company additional time to file
its quarterly reports on Form 10-Q for the first three quarters of fiscal
2007 and its annual report on Form 10-K for the fiscal year ended September
30, 2007. The Nasdaq Board declined to reconsider its prior decision
despite the recent filing of the Company's 2006 Form 10-K. The Company also
moved the SEC to stay the Nasdaq Board's decision and on December 18, 2007
the SEC notified the Company that it denied the Company's motion.
The delay in filing the Company's periodic reports arose from the
length of time it took to complete the internal investigation by a Special
Committee of the Company's Board of Directors into historical stock option
granting practices and the resulting restatement. The Company intends to
file its remaining past due periodic reports as soon as possible and is
committed to regaining compliance with all filing requirements. The Company
intends to relist its common stock on a national exchange as soon as
practicable and expects it will be in a position to do so shortly after its
annual meeting of stockholders scheduled for March 19, 2008. The Company
has previously announced that it expects to file its delinquent Forms 10-Q
no later than January 31, 2008 and expects to file its Form 10-K for the
fiscal year ended September 30, 2007 shortly thereafter.
The Company anticipates that its common stock will be quoted on the
Pink Sheet Electronic Quotation Service automatically and immediately after
Nasdaq suspends trading. The Company expects that the trading symbol of its
common stock will remain the same (COHR). Information about the Pink Sheets
can be found at its Internet website http://www.pinksheets.com.
The Company has previously issued several press releases and filed
several reports with the SEC including reports on Form 8-K, and investors
are encouraged to read these in their entirety for discussion of the delay
in the Company's filings.
Forward Looking Statements
This press release contains forward-looking statements, as defined
under the Federal securities laws. These forward-looking statements include
statements regarding Coherent's expectation regarding the timing of filing
its delinquent SEC filings, its intention of relisting its common stock on
a national exchange, the timing thereof, and its common stock trading on
the "Pink Sheets". These forward-looking statements are not guarantees and
are subject to risks, uncertainties and assumptions that could cause the
timing or effect of such statements to differ materially and adversely from
the timing expressed in the forward-looking statements in this press
release. Factors that could cause actual results to differ materially
include risks and uncertainties, including but not limited to risks
associated with the completion of the audit, review and preparation of our
SEC filings. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as to Coherent's expectations
as of the date hereof. Coherent undertakes no obligation to update these
forward-looking statements as a result of events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events. The
trading of our common stock over the counter may negatively impact the
trading price of our common stock and the levels of liquidity available to
our stockholders. In addition, the trading of our common stock over the
counter would materially adversely affect our access to the capital markets
and our ability to raise capital through alternative financing sources on
terms acceptable to us or at all. Securities that trade over the counter
are no longer eligible for margin loans, and a company trading over the
counter cannot avail itself of Federal preemption of state securities or
"blue sky" laws, which adds substantial compliance costs to securities
issuances, including pursuant to employee option plans, stock purchase
plans and private or public offerings of securities. Our delisting from the
Nasdaq Global Select Market, may also have other negative implications,
including the potential loss of confidence by suppliers, customers and
employees and the loss of institutional investor interest in our company.
Founded in 1966, Coherent, Inc. is a world leader in providing
laser-based solutions to the commercial and scientific research markets.
For more information about Coherent, including product and financial
updates, visit our website at http://www.Coherent.com.
SOURCE Coherent, Inc.
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Related links:
http://www.coherent.com
CONTACT:
Leen Simonet of Coherent, Inc.,
+1-408-764-4161
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