Prior to April 3, 2012, the Company’s audit committee consisted of Thomas Byrne, Simon Creedy Smith and James Wallace. As a result of the resignations of Messrs. Creedy Smith and Wallace, the audit committee currently consists of a single independent director.
On April 30, 2012, the Company received a NASDAQ Staff Deficiency Letter that, as a result of the resignations of Messrs. Creedy Smith and Wallace, the Company no longer complies with NASDAQ’s audit committee requirements as set forth in NASDAQ Listing Rule 5605(c)(2), which requires that the audit committee be composed of at least three independent directors. Under the NASDAQ Listing Rules, the Company has 45 calendar days to submit a plan to regain compliance. If the plan is accepted, NASDAQ can grant an extension of up to 180 days from the date of the NASDAQ Staff Deficiency Letter for the Company to demonstrate compliance.
The NASDAQ Staff Deficiency Letter has no immediate impact on the Company’s listing on NASDAQ. The Company is reviewing its options with respect to regaining compliance.
Additionally, as a result of the resignations and appointments referred to above, the Company’s board of directors consists of two independent directors and two non-independent directors, and the Company would no longer, therefore, comply with the requirements of NASDAQ Listing Rule 5605(b)(1), which requires a majority of the board of directors must be comprised of independent directors. The Company is, however, relying on the foreign private issuer exemption for a majority independent board under Listing Rule 5615(a)(3). [May 4, 2012]
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