WOODLAND HILLS, Calif., Dec. 9, 2008 (GLOBE NEWSWIRE) -- Grill Concepts, Inc. (Nasdaq:GRIL) today announced that a special committee of independent directors has recommended, and its board of directors has approved, plans to cease the registration of the company's common stock under federal securities laws following the completion of a reverse/forward split transaction and to withdraw its shares of common stock from listing on the Nasdaq Capital Market.
Grill Concepts is taking these steps to avoid the substantial and increasing cost and expense of being an SEC reporting company and of regulatory compliance under the Sarbanes-Oxley Act of 2002, and to focus the company's resources on increasing long-term stockholder value. The company anticipates savings exceeding $750,000 on an annual basis as a result of the proposed deregistration and delisting transaction.
The board of directors decided to propose these steps after concluding that the disadvantages of remaining an SEC reporting company, including compliance with the internal control provisions of the Sarbanes-Oxley Act, outweigh the benefits to the company and its stockholders. Among the factors considered were:
* the significant ongoing costs and management time and effort
related to compliance with the Sarbanes-Oxley Act, including with
the internal control provisions of Section 404 of that act;
* the significant ongoing costs and management time and effort
involved in the preparation and filing of periodic and other
reports with the SEC;
* the limited trading volume and liquidity of the Company's shares
of common stock;
* the small effect of the proposed transaction on the relative voting
power of continuing stockholders;
* the business and operations of the company are expected to continue
substantially as presently conducted, except without the burden of
the public company costs;
* enabling the company's smallest stockholders, who represent a
disproportionately large number of its record holders, to
liquidate their holdings in shares of common stock and receive
a premium over current market prices without incurring brokerage
commissions;
* the determination by Morgan Joseph & Co. Inc., the independent
financial advisor to the special committee, that the transaction
consideration for the fractional shares is fair from a financial
point of view to the unaffiliated stockholders; and
* as a result of the deregistration and delisting, the ability of the
company's management and employees to focus their time, effort and
resources on long-term growth and increasing long-term stockholder
value.
In order to deregister its shares of common stock, the company will need to reduce its number of stockholders of record to below 300.