MODSYS INTERNATIONAL LTD. (NASDAQ:MDSY) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 12, 2017, the Board of Directors (the
Board) of ModSys International Ltd.
(the Company) made a determination to
delist its ordinary shares from the NASDAQ Capital Market. On
April 12, 2017, the Company notified the NASDAQ Stock Market of
its intention to voluntarily withdraw the Companys ordinary
shares from listing on the NASDAQ Capital Market. The Company
intends to file a Form 25, Notification of Removal from Listing
and/or Registration under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the Exchange
Act), with the Securities and Exchange Commission
(the SEC) on or about April 22, 2017.
After the effectiveness of the Form 25 on or about May 2, 2017,
the Company intends to file a Form 15, Certification and Notice
of Termination of Registration under Section 12(g) of the
Exchange Act or Suspension of Duty to File Reports under Sections
13 and 15(d) of the Exchange Act, requesting the suspension of
the Companys reporting obligations under Sections 13(a) and 15(d)
of the Exchange Act and the deregistration of its ordinary shares
under Section 12(g) of the Exchange Act.
The Board made the decision to delist the Companys ordinary
shares from the NASDAQ Capital Market and to seek deregistration
under the Exchange Act following the Companys review and careful
consideration of several factors, including the ongoing listing,
legal, administrative and additional accounting costs associated
with being a publicly listed company, the inordinate amount of
executive time and Company resources consumed in regulatory
compliance obligations and the lack of investor interest as shown
in the low daily trading volumes of the ordinary shares on the
NASDAQ Capital Market. The Board determined that delisting and
deregistration are in the overall best interests of the Company
and its shareholders.
The Company anticipates that its ordinary shares will be quoted
on the OTC market at the time trading in its ordinary shares on
the NASDAQ Capital Market is suspended following the
effectiveness of the Form 25. However, the Company can give no
assurance that trading in its stock will continue on the OTC
markets or on any other securities exchange or quotation medium.
The delisting of the ordinary shares from the NASDAQ Capital
Market could impair the liquidity and market price of the
ordinary shares. Additionally, the delisting of the ordinary
shares from a national exchange could materially adversely affect
the Companys access to capital markets, and any limitation on
market liquidity or reduction in the price of the ordinary shares
as a result of that delisting could adversely affect the Companys
ability to raise capital on terms acceptable to the Company, or
at all. If the Company files Forms 15 and 25 and is successful in
deregistering its ordinary shares and suspending its reporting
obligations, then the Company will no longer be required to file
annual, periodic and current reports with the SEC.
A copy of the press release concerning the voluntary delisting
and suspension and deregistration is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K contains forward-looking
statements for purposes of the safe harbor provided by the
Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, statements regarding
the Companys ability to delist its ordinary shares with NASDAQ
and to deregister its ordinary shares and suspend reporting
obligations under the Exchange Act. Such statements are based on
managements current expectations and involve risks and
uncertainties. Actual results and performance could differ
materially from those projected in the forward-looking statements
as a result of many factors, including, without limitation, the
risks and uncertainties described in additional detail in the
Companys Annual Report on Form 10-K for the fiscal year ended
December 31, 2016. Forward-looking statements contained in this
announcement are made as of this date, and the Company undertakes
no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or
otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit Number | Description | |
| 99.1 |
Press Release, dated April 12, 2017 entitled ModSys International Ltd. Announces Delisting and Deregistration of Ordinary Shares |
About MODSYS INTERNATIONAL LTD. (NASDAQ:MDSY)
ModSys International Ltd., formerly BluePhoenix Solutions Ltd., develops and markets enterprise legacy migration solutions, and provides tools and professional services to international markets. The Company operates through information technology (IT) modernization solutions segment. The Company’s technologies and services allow businesses to migrate from their legacy mainframe and distributed IT infrastructures to modern environments and programming languages. In addition to the technology tools, the Company provides professional services for project management of migrations, understanding and mapping of the applications, testing, remediation, and ongoing monitoring and management of the environments. The Company performs conversions of legacy databases, such as Integrated Database Management System (IDMS), Adaptable Data Base System (ADABAS), Virtual Storage Access Method (VSAM), Oracle and database 2 (DB2) environments. MODSYS INTERNATIONAL LTD. (NASDAQ:MDSY) Recent Trading Information
MODSYS INTERNATIONAL LTD. (NASDAQ:MDSY) closed its last trading session 00.000 at 0.800 with 15,000 shares trading hands.