Hemiwedge Industries Announces SEC Order Revoking Section 12(j) Common Stock Registration
CONROE, Texas, Feb. 15, 2011 /PRNewswire/ -- On February 9, 2011, the Securities and Exchange Commission ("SEC") issued its order revoking the registration of the common stock of Hemiwedge Industries, Inc. (Pink Sheets:HWEG.pk - News) ("Hemiwedge" or the "Company") in Section 12(j) of the '34 Exchange Act. While the Company still complies with Section 15 of the Exchange Act, as a result of this SEC Order the Company's stock, which had traded in the over-the-counter market and was quoted on the Pink Sheets Electronic Quotation Service under the symbol "HWEG", will no longer trade publicly until it becomes current on its SEC reports.
Hemiwedge had become delinquent in its annual and quarterly SEC reporting requirements in 2009. The last SEC filing that was in compliance was the 2008 Annual Report on Form 10-KSB. In September, 2010, the SEC notified Hemiwedge that the registration of its stock would be subject to revocation if all required reports were not filed within 15 days. In November, 2010, the Company submitted an Offer of Settlement to the SEC in anticipation of the proceedings that could be instituted against Hemiwedge by the SEC. The Company agreed to enter into a Consent Order with the SEC pursuant to which the registration of its stock would be revoked. The SEC did not issue its order until last week. The SEC order can be accessed via the following link http://www.sec.gov/litigation/admin/2011/34-63872.pdf.
Currently, stockholders will be able to transfer or sell their shares only in exempt transactions that are in compliance with the United States and applicable state securities laws. For example, shareholders may be able to sell or transfer their shares as long as the shareholders consult with their own legal counsel and comply with the requirements of Rule 144 and other applicable sections of the Securities Act of 1933. If the Company becomes current with its SEC reports, including the potential to file a Form 10 to bring all belated 10-Qs and 10-K reports current in one filing, the stock could then resume trading.
Hemiwedge intends to continue to report on all material events by posting such information on its website at www.hemiwedge.com. Should the Company be in a position in the future to have its securities once again registered, it can do so by filing the appropriate form of registration statement with the SEC. While there is considerable expense associated with a registration statement, including the requirement for audited financial statements for the previous two years, Hemiwedge would not also have to incur the costs of filing all previously delinquent SEC reports.
The revocation of SEC registration is not expected to have any immediate adverse effect on the operations of the Company. Management is assessing the future needs of the Company and is working to develop an appropriate strategy for moving forward, including how best to maximize shareholder value through, for example, a strategic corporate transaction of some form or through future public trading of the stock.