ELMWOOD PARK, N.J., April 24 /PRNewswire-FirstCall/ -- Kreisler Manufacturing Corporation , today announced that it has given formal notice to the NASDAQ Stock Market of the Company's intention to voluntarily delist from NASDAQ and deregister its common stock under the Securities Exchange Act of 1934, in order to eliminate approximately $400,000 per year of anticipated SEC and other compliance costs. Following delisting, the Company expects that its common stock will be quoted on the Pink Sheets and intends to continue to make financial information publicly available on its website.
Edward Stern, Co-President and Chief Financial Officer of Kreisler, stated, "The expected cost of SEC compliance for our next fiscal year would constitute more than 12% of our income before income taxes for our 2008 fiscal year. The approximately $400,000 per year in anticipated savings from delisting and deregistering will enhance shareholder value and free management time to concentrate on growing the business. This savings will include reduced legal, printing, mailing and accounting costs and the reallocation of staff time. After careful analysis, a special committee of the Board of Directors, consisting solely of independent directors, concluded that the costs of public company compliance, coupled with the lost productivity resulting from management's compliance activities, significantly outweigh the benefits to the Company of remaining listed. The special committee adopted certain safeguards for shareholders, including a requirement to provide on the Company's website quarterly financial statements and audited annual financial statements."
Kreisler currently anticipates that it will file with the SEC and NASDAQ a Form 25 relating to the delisting of its common stock on or about May 4, 2009, with the delisting of its common stock taking effect no earlier than ten days thereafter. As a result, Kreisler expects that the last day of trading of its common stock on The NASDAQ Capital Market will be on or about May 14, 2009.
Following the delisting, Kreisler's common stock is expected to be quoted on the Pink Sheets, a centralized electronic quotation service for over-the-counter securities, so long as market makers demonstrate an interest in trading in the Company's stock. Kreisler is committed to providing as much transparency as is beneficial and warranted under those conditions.
The Company expects that it will also file on or about May 14, 2009 a Form 15 with the SEC, which will result in the voluntary deregistration of the Company's common stock and immediate suspension of the Company's obligation to file periodic reports under the Securities Exchange Act of 1934, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The deregistration itself is expected to be made effective by the SEC within 90 days of the filing of the Form 15.
About Kreisler Manufacturing Corporation
Kreisler Manufacturing Corporation is a manufacturer of precision metal components and assemblies for use in military and commercial aircraft engines and industrial gas turbines. These products primarily include tube and manifold assemblies. The Company has two wholly owned subsidiaries: Kreisler Industrial Corporation located in Elmwood Park, New Jersey, and Kreisler Polska Sp. z o.o located in Krakow, Poland.
Forward Looking Statements
Certain statements made by Kreisler Manufacturing Corporation (the "Company") contained herein or in other periodic reports filed by the Company with the Securities and Exchange Commission are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to results of operations and the business of the Company. All such statements, other than statements of historical facts, including those regarding market trends, the Company's financial position and results of operations, business strategy, projected costs, and plans and objectives of management for future operations, are forward-looking statements. In general, such statements are identified by the use of forward-looking words or phrases including, but not limited to, "estimates," "intended," "will," "should," "may," "believes," "expects," "expected," "anticipates," and "anticipated" or the negative thereof or variations thereon or similar terminology. These forward-looking statements are based on the Company's current expectations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These forward-looking statements represent the Company's current judgment. The Company disclaims any intent or obligation to update its forward looking statements. Because forward-looking statements involve risks and uncertainties, the Company's actual results could differ materially from those set forth in or underlying the forward-looking statements.
Kreisler Manufacturing Corporation
CONTACT: Edward Stern, Co-President and Chief Financial Officer,
Kreisler Manufacturing Corporation, +1-201-791-0700, ext. 222
