TheDirectory.com Inc (SEEK)

[FutureBankruptcy]

Timeline for Deregistration

An issuer’s periodic reporting obligations under the Exchange Act will be suspended immediately upon its filing of a certification on Form 15 that it has less than 300 holders of record.13 Deregistration under Section 12(g) will become effective 90 days after filing the Form 15. The SEC has the authority to deny such a request for termination, but has rarely done so. The SEC will not accelerate the 90-day period.

Set forth below is a timeline outlining the significant procedural steps in a typical “going dark” transaction for a domestic listed company.

Day 1:

The company files written notice of intent to file a Form 25 with the stock exchange pursuant to Rule 12d2-2(c)(2)(ii), issues a press release and files a Form 8-K announcing that it is delisting and “going dark,” and the reasons therefore. This information should also be placed on the company Web site.

Day 10

The company files Form 25 with the stock exchange and announces the same.

Day 11:

The company stock continues trading or shortly thereafter begins trading in the Pink Sheets.

Day 20:

The company files a Form 15 to deregister its shares under the Exchange Act. The Form 15 may not be filed prior to the effective date of the Form 25 (ten days after filing).

The company issues a press release announcing deregistration.

Day 100:

Section 12(b) deregistration becomes effective.

Day 110:

The 90-day period after filing of Form 15 passes making effective the deregistration of the company’s stock under Exchange Act Section 12(g) and the suspension of reporting obligations under Section 15(d), if applicable.

Filing the Form 15 will immediately suspend the Company’s reporting obligations under Section 13(a) of the Exchange Act making it no longer necessary to file Forms 10-K, 10-Q or 8-K, or in the case of a foreign private issuer, Forms 20-F or 6-K. However, certain other Company reporting obligations continue for an additional 90 days, including obligations to file proxy statements and tender offer statements. As a result, if a proxy solicitation for an acquisition transaction is conducted during this 90-day waiting period, it will still be subject to the rules and disclosure obligations governing proxy statements. In addition, shareholders continue to be required to file Schedule 13Ds and Schedule 13Gs until expiration of the 90-day period following filing of the Form 15 and Section 16 reporting obligations also continue until such date.

SourceL https://www.dorsey.com/newsresources/publications/2009/03/going-dark--voluntary-delisting-and-deregistrati__