America Online Latin America, Inc. announced that it has presented a plan to the NASDAQ Listing Qualifications Panel designed to remedy its noncompliance with the $35 million market capitalization requirement for continued listing of its Class A Common Stock on the NASDAQ SmallCap Market (Marketplace Rule 4310(c)(2)(B)(ii)).
The plan presented to NASDAQ includes an agreement by its two largest stockholders, America Online, Inc. and the Cisneros Group of Companies, to convert a sufficient number of shares of preferred stock to Class A Common Stock so that the market capitalization of the Class A Common Stock exceeds the required $35 million threshold. Completion and implementation of this agreement is contingent upon, among other things, NASDAQ's acceptance of the Company's proposed plan and the requirement that the closing bid price of the Class A Common Stock be above a certain level on the day the NASDAQ Panel issues its decision. The Company expects to receive NASDAQ's decision on the proposed plan within four weeks, during which time AOL Latin America's Class A Common Stock will continue to trade on the NASDAQ SmallCap Market.
The Company noted it will also have to come into compliance with the minimum bid price requirement rule of $1.00 for 10 consecutive trading days by January 13, 2003 in order to continue to trade on the NASDAQ SmallCap Market. The Company addressed its non-compliance with this requirement in its presentation to the Panel, noting that it is considering various alternatives, including a potential reverse stock-split, if necessary.
AOL Latin America noted that under the preferred share conversion proposal the total number of shares outstanding would remain unchanged; however, the number of shares of Class A Common Stock would increase. The Company believes the proposal would benefit Class A common holders as it includes the forfeiture of dividends, liquidation preferences and other preferential rights associated with the converted preferred stock by the Cisneros Group of Companies and America Online.
Charles Herington, President and CEO of AOL Latin America, said: "The stock conversion plan clearly underscores the commitment of our major stockholders -- America Online and the Cisneros Group of Companies. With their active support, we have continued to narrow losses through a business strategy designed to target higher value members. We believe this plan will benefit the Company and our stockholders, as we continue to play an important role in the development of the online medium in Latin America."
There can be no assurance that the Panel will accept the Company's plan or that implementation of the plan will result in continued listing on the NASDAQ SmallCap Market. In the event that the Panel does not grant continued listing, AOL Latin America expects that its Class A Common Stock would trade on the Over-the-Counter Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last-sales prices, and volume information for more than 3,600 equity securities.