Alloy Receives Notice from Nasdaq Regarding Director Independence
16 Giugno 2006 - 2:00PM
Business Wire
Alloy, Inc. ("Alloy") (Nasdaq: ALOY), a media and marketing
services company primarily targeting the dynamic 10 - 24 year old
population, announced today that as a result of the fees paid to
MLF Investments, LLC ("MLF") in connection with MLF's agreement to
backstop the rights offering conducted by dELiA*s, Inc. ("dELiA*s")
following Alloy's recent spinoff of dELiA*s and the warrants that
dELiA*s issued to MLF in connection with such backstop agreement,
Matthew L. Feshbach, who is one of Alloy's directors and a control
person of MLF, no longer qualifies as an independent director.
Alloy received notice from the Nasdaq Stock Market that it no
longer meets the independent director requirements for continued
listing on the Nasdaq Stock Market under Marketplace Rule
4350(c)(1), which requires Alloy to maintain a majority of
independent directors on its Board of Directors, and Marketplace
Rule 4350(c)(3), which requires that Alloy's compensation committee
consists solely of independent members. As a result, the number of
Alloy's directors who are deemed "independent" under Nasdaq listing
standards is now four of eight total directors. Additionally,
because Mr. Feshbach is one of the members of Alloy's compensation
committee, that committee is no longer comprised solely of
independent directors. Alloy is to submit a letter to Nasdaq
outlining its plan to regain compliance with Marketplace Rules
4350(c)(1) and 4350(c)(3) by June 30, 2006 and expects to have up
to an additional 90 days to become compliant. Alloy intends to
submit such letter and subsequently regain compliance within such
cure period. About Alloy Alloy, Inc., under the banner of Alloy
Media + Marketing (AM+M), is a widely recognized pioneer in
nontraditional marketing. Working with AM+M, marketers reach
consumers through a host of programs incorporating Alloy's diverse
array of media and marketing assets and expertise in direct mail,
college and high school media, interactive, display media, college
guides, promotional and social network marketing. For further
information regarding Alloy, please visit our corporate website at
(www.alloymarketing.com). Forward-Looking Statements This
announcement may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, including statements
regarding our expectations and beliefs regarding our future results
or performance. Because these statements apply to future events,
they are subject to risks and uncertainties. When used in this
announcement, the words "anticipate", "believe", "estimate",
"expect", "expectation", "project" and "intend" and similar
expressions are intended to identify such forward-looking
statements. Our actual results could differ materially from those
projected in the forward-looking statements. Additionally, you
should not consider past results to be an indication of our future
performance. Factors that might cause or contribute to such
differences include, among others, our ability to: increase
revenues; generate high margin sponsorship and multiple revenue
streams; increase visitors to our Web sites (www.alloy.com,
www.delias.com, and www.ccs.com) and build customer loyalty;
develop our sales and marketing teams and capitalize on these
efforts; develop commercial relationships with advertisers and the
continued resilience in advertising spending to reach the teen
market; manage the risks and challenges associated with integrating
newly acquired businesses; and identify and take advantage of
strategic, synergistic acquisitions and other revenue
opportunities. Other relevant factors include, without limitation:
our competition; seasonal sales fluctuations; the uncertain
economic and political climate in the United States and throughout
the rest of the world, and the potential that such climate may
deteriorate further; and general economic conditions. For a
discussion of certain of the foregoing factors and other risk
factors see the "Risk Factors That May Affect Future Results"
section included in our annual report on Form 10-K for the year
ended January 31, 2006, and in subsequent filings that we make with
the Securities and Exchange Commission. We do not intend to update
any of the forward-looking statements after the date of this
announcement to conform these statements to actual results, to
changes in management's expectations or otherwise, except as may be
required by law.
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