ALPHARETTA, Ga., March 5, 2008 (PRIME NEWSWIRE) -- Integrity Bancshares, Inc. (Nasdaq:ITYC) ("Integrity" or the "Company") announced today that it has notified Nasdaq of its intent to delist its common stock from the Nasdaq Global Market. Integrity currently anticipates that it will file with the Securities and Exchange Commission and Nasdaq a Form 25 relating to the delisting of its common stock on or about March 17, 2008, with the delisting of its common stock becoming effective ten days thereafter. Accordingly, Integrity anticipates that the last day of trading of ITYC on the Nasdaq Global Market will be on or about March 27, 2008. The Company presently is considering other alternatives to provide liquidity for its common stock, including the possibility of listing the Company's common stock for quotation on the OTC Bulletin Board or the Pink Sheets, but no decisions have yet been made in that regard.
Although Integrity has not received formal notice from Nasdaq that it has failed to comply with applicable Nasdaq continued listing standards, the Company faces a number of challenges in complying with the Nasdaq continued listing requirements going forward. In particular, as the result of recent director resignations, Integrity presently has only two directors who qualify as "independent" directors under Nasdaq rules, and therefore cannot satisfy the Nasdaq continued listing requirements that a majority of Integrity's directors be independent, and that certain committees of Integrity's Board of Directors -- for example, the Audit Committee -- be comprised of three independent directors. In addition, the current trading price of Integrity's common stock is below the Nasdaq minimum required bid price of $1.00 per share.
Integrity also expects that, going forward, the delisting of its common stock will provide it with greater corporate flexibility, as well as possible cost savings related to reduced compliance efforts and listing fees.
About Integrity Bancshares, Inc.
Integrity Bancshares, Inc. is a holding company for Integrity Bank, a Georgia bank (the "Bank"). The Bank began operations on November 1, 2000 and its main office is located at 11140 State Bridge Road, Alpharetta, Georgia 30022. The Bank also has full-service financial centers at 900 Woodstock Road in Roswell, Georgia; 1650 Cumberland Parkway in Smyrna, Georgia; 1581 Satellite Boulevard in Duluth, Georgia; and 445 Peachtree Parkway in Cumming, Georgia.
The primary investor contact at the Company is Ms. Suzanne Long, Senior Vice President and Chief Financial Officer. For additional information please access the Investor Relations section of the Bank's website at www.myintegritybank.com.
Cautionary Notice Regarding Forward-Looking Statements
This press release may include certain forward-looking statements within the meaning and subject to the protection of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among others: statements regarding the anticipated timing of the delisting of Integrity's common stock; statements regarding Integrity's consideration of alternative quotation systems for its common stock, and the ability of those systems to provide a meaningful trading platform or source of liquidity for Integrity's common stock; and statements regarding enhanced corporate flexibility, potential cost savings or other benefits from the delisting.
Such forward-looking statements reflect management's current expectations, beliefs, estimates, and projections regarding Integrity, its industry and future events, and are based upon certain assumptions made by management. These forward-looking statements are not guarantees of future performance or events, and necessarily are subject to risks, uncertainties, and other factors (many of which are outside Integrity's control) that could cause actual results to differ materially from those anticipated. These risks, uncertainties, and other factors include, among others: the risks that the Company will not realize the anticipated corporate flexibility or recognize any cost savings as a result of delisting; the possibility that no alternative arrangements can be made for quotation of the Company's common stock, which may decrease liquidity and market value; the risk that the act of delisting, while voluntary, may be negatively perceived in the marketplace and other risks described in Integrity's Form 10-K for the year ended December 31, 2006 and Form 10-Q for the quarter ended September 30, 2007, and as described from time to time by Integrity in other reports filed by it with the Securities and Exchange Commission.
You should not place undue reliance on forward-looking statements, since any forward-looking statement speaks only to the date on which the statement is made. Integrity has no obligation and does not undertake to publicly update, revise or correct any of the forward-looking statements after the date of this press release, or after the respective dates on which such statements otherwise are made, whether as a result of new information, future events or otherwise, except as may be required by law.