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8-K - FORM 8-K - TLC VISION CORP | c55187e8vk.htm |
Exhibit 99.1
News Release
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Contact: | |
For Immediate Release
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James J. Hyland, VP Investor Relations | |
(636) 534-2369 | ||
Email: investor.relations@tlcvision.com |
TLCVision Receives NASDAQ Delisting Letter
ST. LOUIS, MO, December 17, 2009: TLCVision Corporation (NASDAQ:TLCV; TSX:TLC), North Americas
premier eye care services company, announced today that it has received a staff determination
letter from the NASDAQ Stock Market notifying the Company that its common stock will be delisted
from the NASDAQ Global Market.
As previously disclosed in the Companys press release of September 22, 2009, on September 16, 2009
NASDAQ notified the Company that the Companys common stock had not maintained a minimum value of
publicly held shares of $15 million as required by Marketplace Rule 5450(b)(2)(C) or 5450(b)(3)(C)
(the MVPHS Rule) for the previous 30 consecutive business days. In accordance with Marketplace
Rule 5810(c)(3)(D), the Company was provided a grace period of 90 calendar days, or until December
15, 2009, to regain compliance with the MVPHS Rule. The NASDAQ staff determination letter states
that the Company has not regained compliance within the given grace period and, as a result, unless
the Company requests an appeal of the staff determination, trading of the Companys common stock
will be suspended at the opening of business on December 28, 2009, and a Form 25-NSE will be filed
with the Securities and Exchange Commission to remove the Companys securities from listing and
registration on NASDAQ.
The staff determination letter further states that the Company may appeal the delisting
determination to a NASDAQ Listing Qualifications Panel, or the Panel, by submitting a hearing
request. A hearing request will stay the suspension of the Companys securities and the filing of
the Form 25-NSE pending the Panels decision, if the NASDAQ Hearings Department receives the
Companys hearing request on or before 4:00pm Eastern Time on December 23, 2009.
As disclosed in the Companys press release on September 22, 2009, the Company has also failed to
comply with the $1 minimum bid price requirement under Marketplace Rule 5450(a)(1). The Companys
grace period with respect to the minimum bid price requirement would expire March 15, 2010.
The Company is evaluating whether to request a hearing with the Panel to appeal the proposed
delisting, or to not appeal the NASDAQ staff decision and allow its common stock to be delisted.
If the common stock is delisted, the Company expects that it will be eligible to trade on the OTC
Bulletin Board.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of Section 27A of
the U.S. Securities Act of 1933, Section 21E of the U.S. Securities Exchange Act of 1934 and
Canadian Provincial Securities Laws, which statements can be identified by the use of
forward-looking terminology, such as may, will, expect, intend, anticipate, estimate,
predict, plans or continue or the negative thereof or other variations thereon or comparable
terminology referring to future events or results. We caution that all forward-looking information
is inherently uncertain and that actual results may differ materially from the assumptions,
estimates or expectations reflected in the forward-looking information. A number of factors could
cause actual results to differ materially from those in forward-looking statements, including but
not limited to economic conditions, the level of competitive intensity for laser vision correction,
the market acceptance of laser vision correction, concerns about potential side effects and long
term effects of laser vision correction, the ability to maintain agreements with doctors on
satisfactory terms, quarterly fluctuation of operating results that make financial forecasting
difficult, the volatility of the market price of our common shares, profitability of investments,
successful execution of our direct-to-consumer marketing programs, the ability to open new centers,
the reliance on key personnel, medical malpractice claims and the ability to maintain adequate
insurance therefore, claims for federal, state and local taxes, compliance with industry
regulation, compliance with U.S. and Canadian healthcare regulations, disputes regarding
intellectual property, many of which are beyond our control.
Therefore, should one or more of theses risks materialize, or should assumptions underlying the
forward-looking statements prove incorrect, actual results may vary significantly from what we
currently foresee. Accordingly, we warn investors to exercise caution when considering any such
forward-looking information herein and to not place undue reliance on such statements and
assumptions. We are under no obligation (and we expressly disclaim any such obligation) to update
or alter any forward-looking statements or assumptions whether as a result of new information,
future events or otherwise, except as required by law.
See the Companys reports filed with the Canadian Securities Regulators and the U.S. Securities and
Exchange Commission from time to time for cautionary statements identifying important factors with
respect to such forward- looking statements, including certain risks and uncertainties, that could
cause actual results to differ materially from results referred to in forward-looking statements.
TLCVision assumes no obligation to update the information contained in this press release.
About TLCVision
TLCVision is North Americas premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient care. Through its centers
management, technology access service models, extensive optometric relationships, direct to
consumer advertising and managed care contracting strength, TLCVision maintains leading positions
in Refractive, Cataract and Eye Care markets. Information about vision correction surgery can be
found on the TLC Laser Eye Centers website at
www.tlcvision.com.
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