Prosoft Learning (NASDAQ:POSO)
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Prosoft Learning Corp. (NASDAQ: POSO) today announced
that it received a letter from the NASDAQ Listing Qualifications
Department on Nov. 3, 2005, stating that Prosoft has failed to meet or
exceed the $1 minimum bid price required for listing on the Nasdaq
SmallCap Market for 180 calendar days, and that Prosoft's shares will
be delisted effective with the opening of trading on Nov. 14.
The company expects that its shares will be traded on the Over the
Counter Bulletin Board ("OTCBB"). Investors using online trading
systems may be required to change the ticker symbol from POSO to
POSO.OB.
"We have anticipated this decision by the NASDAQ, and our board of
directors has decided that the time and expense involved in requesting
a hearing, given that the company is ineligible for an additional
extension, would not be a prudent use of the company's resources,"
stated Prosoft's president and CEO Benjamin Fink. "Our immediate focus
is on building shareholder value by continuing our improvements in
operating performance and expanding the adoption of the CIW program
throughout the country."
Delistment from the Nasdaq SmallCap Market is an event of default
under the company's Subordinated Secured Convertible Note and the
Secured 8% Convertible Notes. Such a default provides the holders of
the notes with the ability to require immediate repayment of the
principal and interest then owed under the notes. This circumstance
was a principal factor behind the company's independent auditors
issuing a going concern qualification in the company's Form 10-K filed
on Oct. 28, 2005. The company is negotiating with its noteholders
and anticipates that before its last day of trading on the Nasdaq
SmallCap Market, it will sign a forbearance agreement that will
provide for a temporary waiver of the event of default under the
notes.
The OTCBB is a regulated quotation service that displays real-time
quotes, last sale prices and volume information in over-the-counter
equity securities. OTCBB securities are traded by a community of
registered market makers that enter quotes and trade reports through a
computer network. Information regarding the OTCBB, including stock
quotes, can be found at www.otcbb.com. Investors should contact their
brokers for further information about executing trades in the
company's common stock on the OTCBB.
About Prosoft Learning Corp.
Prosoft Learning Corp. offers content and certifications to enable
individuals to develop and validate critical Information and
Communications Technology (ICT) workforce skills. Prosoft is a leader
in the workforce development arena, working with state and local
governments and school districts to provide ICT education solutions
for high school and community college students. Prosoft has created
and distributes a complete library of classroom and e-learning
courses. Prosoft distributes its content through its ComputerPREP
division to individuals, schools, colleges, commercial training
centers and corporations worldwide. Prosoft owns the CIW job-role
certification program for Internet technologies and the CCNT
(Certified in Convergent Network Technologies) certification, and
manages the CTP (Convergence Technologies Professional) vendor-neutral
certification for telecommunications. To find out more, visit
www.ProsoftLearning.com, www.ComputerPREP.com, www.CIWcertified.com
and www.CTPcertified.com.
Forward-Looking Statements
Except for historical information contained herein, the matters
discussed in this press release are statements of a forward-looking
nature that are subject to certain risks and uncertainties that could
cause actual results to differ materially from those projected. Such
risks and uncertainties include, without limitation, the expected
delisting of the company's common stock from the Nasdaq SmallCap
Market; the company's ability to obtain waivers under its senior note
obligations and the terms of such waivers; the company's dependence on
the timely development, introduction and acceptance of courses,
proprietary certifications and other products; the acceptance of ICT
certifications in general; the continued and improved penetration of
the academic, learning center and corporate markets; the successful
implementation of strategic relationships; the effect of changing
economic conditions; and the other risks and uncertainties outlined in
the company's filings with the Securities and Exchange Commission,
including, but not limited to, the company's Annual Report on Form
10-KSB and Quarterly Reports on Form 10-Q. The company undertakes no
obligation to update this forward-looking information.