Renegy Holdings, Inc. (Renegy) has notified the NASDAQ Stock Market of its intent to voluntarily delist its common stock from the NASDAQ Capital Market (NASDAQ). Renegy intends to voluntarily deregister its common stock under the Securities Exchange Act (SEA) of 1934. It also plans to close filing reports with the Securities and Exchange Commission (SEC). The delisting is a step to save cost, which will reduce expenses associated with its NASDAQ listing and compliance with SEC requirements.
SEC reporting requirements include legal, accounting and other administrative fees. The company’s common stock is thinly traded and it does not believe the benefits of having its common stock listed and registered outweigh the yearly costs. The company believes that the expense reductions natural in delisting and deregistering its shares will benefit Renegy and its shareholders, and will serve to enhance the value of the company.
Renegy expects that it will file with the SEC a Form 25. Form 25 is relating to the delisting of its common stock on or about March 20, 2009, with the delisting of its common stock to be effective 10 days thereafter. Accordingly, Renegy anticipates that the last day of trading of its common stock on NASDAQ will be on or about March 27, 2009. The filing of the Form 25 and notice to NASDAQ have been undertaken in anticipation of a vote by Renegy’s stockholders at a special meeting to be held March 27, 2009 on proposals to effect a 1-for-2,000 reverse stock split of the company’s common stock, the cash out of fractional shares at an amount equal to $0.74 per whole share of common stock prior to giving effect to the reverse stock split, and a 2,000-for-1 forward stock split instantaneously following the reverse stock split and cashout of fractional shares. This Transaction is being undertaken by the company for the purpose of decreasing the number of stockholders to below 300 such that it can deregister its common stock pursuant to applicable SEA rules and, consequently, close filing reports with the SEC. The record date for the special meeting was February 24, 2009 and the company filed a definitive proxy statement with the SEC regarding the planned transaction on March 5, 2009.
On the effective date of the delisting, Renegy is planning to file a Form 15. Form 15 is to deregister its common shares under Section 12(g) of the SEA of 1934. The company will be eligible to delist and deregister because it will have less than 300 record holders of its common stock if the Transaction is completed as proposed. Upon filing of the Form 15, the company’s obligation to file such reports with the SEC, will be suspended immediately. Reports with SEC include Forms 10-K, 10-Q and 8-K. Renegy expects the deregistration of its common stock will become effective 90 days after the date of filing of the Form 15 with the SEC. Although the company has arranged neither for the listing or registration of its common stock on other national securities exchange nor for the quotation of its common stock on a quotation medium, it is possible that market makers will cause Renegy’s common stock to be quoted on the Pink Sheets or a similar quotation medium following its delisting from NASDAQ.`