Deerfield, Florida- The American Stock Exchange has told Interactive Brand it plans to delist the company.
Deerfield Beach-based Interactive Brand Development (AMEX: IBD) said it intends to appeal the AMEX decision and request a hearing before the market’s listing qualifications panel.
If it is delisted, though, the media and marketing holding company said it will review options for listing on another exchange or automated quotation system, such as NASDAQ.
The problems AMEX told Interactive Brand its staff uncovered are:
Interactive Brand’s purchase of a nearly 40 percent minority interest in Penthouse Media Group and the financing complete the acquisition. This, AMEX said, resulted in Interactive Brand being bought by an unlisted company. That purchase, AMEX said, means Interactive Brand no longer satisfies initial listing standards.
The company has issued or authorized its transfer agent to issue additional common shares without AMEX’s approval.
Interactive Brand issued 20 percent or more of its currently outstanding common shares without first getting shareholder approval and also issued shares to consultants without first getting shareholder approval.
The company did not get an appropriate review from its audit committee of related party transactions.
Interactive Brand did not file complete information in response to AMEX’s request for additional information.
Operations contrary to the public interest, which AMEX said include Interactive Brand’s apparent selective disclosure of material non-public information in July and insiders trading securities while in possession of non-public information in July. AMEX also said the company engaged in transactions not in the economic interest of shareholders or where there does not appear to have been adequate scrutiny. That later complaint references terms of Interactive Brand’s attempted acquisition of Media Billing Co.
The company is financially impaired, with a working capital deficit of $37,000 as of Sept. 30.
The company has made inaccurate representations in Securities and Exchange Commission filings relating to the number of shares of its common stock outstanding. For that conclusion, AMEX said it looked at Interactive Brand’s Schedule 14A filed Nov. 1, its Form 10-Q for the quarter ending Sept. 30 and a transfer activity report maintained by the company’s transfer agent.
In response to the AMEX complaints, Interactive Brand said it believes the AMEX staff may have based certain conclusions on incomplete or unclear information. As a result, the company said, the market’s staff may have initiated delisting without the benefit of certain facts.