Journal Register Company
to Terminate SEC Reporting
Yardley, PA – Journal
Register Company (OTC: JRCO.PK) announced today that it intends to
file a Form 15 with the Securities and Exchange Commission (SEC)
in order to terminate registration of the Company’s common stock
and suspend its obligation to file current and periodic reports
with the SEC. As previously announced, the New York Stock
Exchange (NYSE) suspended trading in the Company’s common stock on
April 16, 2008 based upon the low stock price and has filed with
the SEC an application on Form 25 to delist the Company’s common
stock.
The Company’s board of directors
considered several factors in making this decision, including the
following:
-
The limited number of
stockholders of record;
-
The significant annual expense of
compliance with the Securities Exchange Act of 1934 and the
Sarbanes-Oxley Act of 2002; and
-
The suspension and application
for delisting by the NYSE of the Company’s common stock.
The board of directors concluded
that in light of the NYSE’s action to delist the shares and the
Company’s limited ability to access the public capital markets for
its foreseeable financing needs, the advantages of being a public
company are outweighed by the significant accounting, legal,
competitive and administrative costs associated with the reporting
requirements for public companies. The board of directors
believes that deregistration will result in significant savings to
the Company, permit management to focus more completely on the
Company’s business operations and enable the Company to redeploy
resources currently devoted to compliance reporting. The Company
intends to continue: (i) to report to its stockholders in
accordance with Delaware law and its Bylaws; (ii) to report its
quarterly and annual financial results in press releases; (iii) to
engage an independent accounting firm to perform an annual audit
of the Company’s financial statements; and (iv) to maintain many
of the corporate governance improvements the Company has made in
recent years.
Upon the filing of the Form 15, the Company’s obligation to
file certain reports and forms with the SEC, including Forms 10-K,
10-Q and 8-K, will cease immediately. The Company expects the
deregistration to become effective ninety days after the Form 15
is filed with the SEC. The Company anticipates that its common
stock will continue to be quoted on the Pink SheetsŪ, a
centralized electronic quotation service for over-the-counter
securities, to the extent market makers demonstrate an interest in
trading in the Company’s common stock. However, the Company can
give no assurance that trading in its stock will continue in the
Pink Sheets or in any other forum.
About Journal Register
Company
Journal Register Company is a
leading U.S. media company. Journal Register Company owns 22 daily
newspapers and 302 non-daily publications. Journal Register
Company currently operates 229 individual Web sites that are
affiliated with the Company's daily newspapers, non-daily
publications and its network of employment Web sites. These Web
sites can be accessed at www.JournalRegister.com. All of the
Company's operations are strategically clustered in six geographic
areas: Greater Philadelphia; Michigan; Connecticut; Greater
Cleveland; and the Capital-Saratoga and Mid-Hudson regions of New
York. The Company owns JobsInTheUS, a network of 20 employment Web
sites.
Safe-Harbor
This release contains
forward-looking information about Journal Register Company that is
intended to be covered by the safe harbor for forward-looking
statements provided by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are statements that are
not historical facts. These statements can be identified by the
use of forward-looking terminology such as "believe," "expect,"
"may," "will," "should," "project," "plan," "seek," "intend," or
"anticipate" or the negative thereof or comparable terminology.
These forward-looking statements involve a number of risks and
uncertainties, which could cause actual results to differ
materially. These risks and uncertainties include, but are not
limited to statements related to the ability of the Company’s
common stock to trade in the over-the-counter market and whether
the Company will realize significant savings from the termination
of its public reporting requirements. Additional risk factors are
outlined in the Company's most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission. The Company
undertakes no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events,
or otherwise.