HOUSTON and KEMAH, Texas, Aug. 4, 2010 (GLOBE NEWSWIRE) -- American International Industries, Inc. (Nasdaq:AMIN) (the "Company") today announced that it has voluntarily withdrawn its listing on the NASDAQ Stock Market effective on or before August 13, 2010 at which time the stock will be subject to quotation on the OTCBB: symbol "AMIN".
The Company received a letter from NASDAQ on June 23, 2010, that the Company reported on Form 8-K dated June 29, 2010, disclosing that it was not in compliance with the listing rule relating to audit committee independence. This was the result of the issuance of shares over a three year period for total compensation valued at approximately $15,000 to a director who is one of the Company's attorneys, for services as legal counsel. The Company announced the appointment of Scott Wolinsky to the board of directors and as member of the Audit Committee on July 19, 2010, and disclosed that "with the appointment of Mr. Wolinsky as the third member of the Audit Committee, the Company meets the NASDAQ requirement of having at least three independent directors on its Audit Committee."
Previously, on May 6, 2010, the Company was informed by NASDAQ that it was not in compliance with NASDAQ Listing Rule 5635(c) because of its issuance of 156,000 shares over a three month period, valued at approximately $160,000, to officers, employees and consultants pursuant to its newly authorized 2010 Employee Benefit Plan without shareholder approval. On July 14, 2010, the Company's shareholders approved the adoption and ratification of the Plan, following which, the Company issued shares in compliance with Rule 5635(c).
Mr. Daniel Dror, Chairman and CEO, stated, "The Company has always sought advice of its SEC and Corporate legal counsel prior to board approval of any corporate action, including any issuance of shares to officers, directors, key employees and consultants/counsel." Mr. Dror also stated, "In addition, all of our proxy solicitations for shareholder approval of board of director actions, both prior to and subsequent to our NASDAQ listing, have always received the affirmative votes of over 85% of our shareholders and clearly would have received prior shareholder approval for our 2010 Employee Benefit Plan and any other share issuance. Since the Company's NASDAQ listing on August 27, 2007, it has continued its practice of preserving its cash reserves through the issuance of shares for valuable services to the Company as compensation to officers, directors, key employees and legal counsel; a practice that is common among many smaller reporting companies, among others."
Since the first quarter of 2010, our management and board of directors have considered voluntarily withdrawing from a NASDAQ listing in light of the following factors: the size of the Company; the complexity of NASDAQ listing rules; the added costs of maintaining a NASDAQ listing, of over approximately $100,000 a year, including NASDAQ listing fees; the decline in our share price since our August 27, 2007 NASDAQ listing from consistently above $3.75, adjusted for our 20% stock dividends, and from approximately $3.40 in January 2008 to the present price of approximately $1.00 per share; our belief that short selling in our shares increased substantially since the listing on NASDAQ; and the apparent decrease in the liquidity of our trading market since our NASDAQ listing.
Mr. Dror further stated, "Notwithstanding our voluntary withdrawal from listing at this time, in the event that we determine, in the future, that it is again in our shareholders' best interests to be listed on any of the Exchanges, we are in the process of establishing governance procedures so as to be in compliance with the listing requirements of all Exchanges. Based upon the continued decline of our share price since our NASDAQ listing, our management and board of directors believe that at this time our shareholders will benefit from being on the OTCBB. We continue to evaluate the desirability of application to an Exchange, such as the American Stock Exchange, depending upon market conditions, among other factors."
American International Industries, Inc. is a diversified holding company, with a business model similar to General Electric, Tyco International, and Berkshire Hathaway. The Company has holdings in Industry, Finance and Oil & Gas, and has a significant Real Estate portfolio, all in Houston, Texas and its surrounding areas. The vision of the Company is to further develop holdings in its core industries and plans to expand its interests in the energy sector through acquisition of existing companies, applying the financial resources and management expertise to foster the growth and profitability of the acquired businesses. The holding company serves as a financial and professional partner to the management of the subsidiaries. The role of the holding company is to improve each subsidiary's access to capital, achieve economies of scale by consolidating administrative functions, and utilize the financial and management expertise of corporate personnel across all units. The Company is continuing to work with management of the subsidiary companies in an effort to improve revenues, operations and profitability.
Forward-Looking Statements:
This press release may contain forward-looking statements, including information about management's view of the Company's future expectations, plans and prospects, within the safe harbor provisions under The Private Securities Litigation Reform Act of 1995 (the "Act"). In particular, when used in the preceding discussion, the words "believes," "expects," "intends," "plans," "anticipates," or "may," and similar conditional expressions are intended to identify forward-looking statements within the meaning of the Act, and are subject to the safe harbor created by the Act. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. Factors that could cause actual results to differ materially from those that we may anticipate in each of our segments reflected by our subsidiaries' operations include, among others: continued value of our real estate portfolio; the strength of the real estate market in Houston, Texas as a whole; the ability to expand its interests in the energy sector; increased levels of competition; the dependence upon financing, the rules of regulatory authorities and risks associated with any potential acquisitions. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of the Company, its divisions and concepts to be materially different than those expressed or implied in such statements. These risk factors and others are included from time to time in documents the Company files with the Securities and Exchange Commission, including but not limited to, its Form 10-Ks, Form 10-Qs and Form 8-Ks. Other unknown or unpredictable factors also could have material adverse effects on the Company's future results. The forward-looking statements included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, the Company undertakes no obligation to update these statements after the date of this release, except as required by law, and also takes no obligation to update or correct information prepared by third parties that are not paid for by the Company.