Day Tradexchange Inc. (SYNJ)

[Dragonwing]

Yes and I think the correct test here is using the 300 shareholder limit since it does not include the 10M criteria and at that time SYNJ had 50 shareholders of record

Deregistration under Section 12(g) and Suspension of Reporting Obligations under Section 15(d)
Once delisted, a company may nonetheless be required to continue reporting pursuant to Section 12(g) of the Exchange Act if it has more than 500 holders of record and total assets exceeding $10 million, or pursuant to Section 15(d) of the Exchange Act if it at any time had an effective Registration Statement under the Securities Act of 1933.

To avoid this result, a company can deregister under Section 12(g) and suspend its reporting obligations under Section 15(d) if it has less than 300 shareholders of record. Section 15(d) reporting obligations may be automatically suspended if the issuer had less than 300 shareholders of record on the first day of its fiscal year.

Note that Section 15(d) obligations can never be terminated in this manner, they can only be suspended. After “going dark,” an issuer’s reporting obligations can be reinstated if the issuer exceeds the limit on the number of record holders on the first day of any fiscal year after it files a Form 15.

For example, brokers and other institutions holding shares in street name can elect to cease holding the shares in that capacity, and cause the transfer agent to record the shares directly in the name of the persons for whom they hold the securities. In such a case, each beneficial owner will become a record holder, and the stockholder count may exceed the limits.

To avoid having to reregister, companies which have “gone dark” should carefully monitor the number of record holders they have during the year, and take steps (such as a reverse stock split or stock repurchase or tender) to ensure that they continue to have less than 300 record holders before the applicable test dates under Sections 12(g) and 15(d).

http://www.dorsey.com/going_dark_voluntary_delisting_deregistration/#_ftn2