ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
On February 2, 2009, the Company received a notice from NYSE Alternext US LLC (the "Exchange") stating that the Exchange intends to strike the common stock of the Company from the Exchange by filing a delisting application with the Securities and Exchange Commission pursuant to Section 1009(d) of the NYSE Alternext US Company Guide. By letter dated December 11, 2008, the Exchange had advised the Company that the Company was not in compliance with certain provision of the Exchange's Company Guide (the "Company Guide"), namely
Section 1003(a)(i), with stockholders' equity of less than $2,000,000 and losses from continuing operations and net losses in two out of its three most recent fiscal years; 1003(a)(ii), with stockholders' equity of less than $4,000,000 and losses from continuing operations and net losses in three out of its four most recent fiscal years; 1003(a)(iii), with stockholders' equity of less than $6,000,000 and losses from continuing operations and net losses in its five most recent fiscal years; and 1003(a)(iv) in that it has sustained losses which are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether it will be able to continue operations and/or meet its obligations as they mature.
By letter dated December 26, 2008 the Company notified the staff it had entered into a definitive merger agreement with Piramal Healthcare, Inc., Piramal Healthcare Limited and Mayflower Acqusition Corp. for the acquisition of the Company and requested that the Exchange continue to list the Company's stock until consummation of that merger, at which time the Company would voluntarily delist. The Exchange has advised the Company that this response did not constitute a plan of how it intends to regain compliance with the Exchanges listing standards and that therefore, there is no basis for the Exchange to provide a listing extension. It advised the Company it is therefore subject to immediate delisting proceedings. The Company intends to exercise its right request an oral hearing to review the Exchange's determination. There is no assurance that the Company's request will be granted.