VANCOUVER, Wash., Nov. 3, 2006 (PRIMEZONE) -- eNucleus, Inc. (Pink Sheets:ENUI) today announced that it is voluntarily terminating the registration of its common stock through a Form 15 filing with the Securities and Exchange Commission on November 3, 2006. The Company's decision supports its plan to further focus on the BPO Call Center in India while reducing costs associated with regulatory filings and Sarbanes-Oxley Act compliance.
Immediately upon the filing of Form 15, the Company will no longer be obligated to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K. Upon the final effective date of the Form 15, which is anticipated to be within 90 days of filing, eNucleus common stock may no longer be eligible for listing. Prior to the final effective date the Company's stock may continue to trade on pink sheets. There can be no assurance that the market on the pink sheets will continue. It is the Company's intention to refile the stock for listing with the SEC if and when the Company becomes cash flow positive and is able to fulfill requisite listing requirements. There can be no assurances that this will happen.
"Being a Public company in 2006 is expensive. We are cash focused, being severely cash constrained, and we seek to lower our cash usage during this extremely difficult turnaround period," said Steve G. Vogel, eNucleus' recently appointed CFO.
In deciding to voluntarily deregister the common stock, eNucleus' Board of Directors considered several factors including:
-- The costs, both direct and indirect, incurred by the Company each year in connection with the preparation and filing of annual and periodic reports with the SEC;
-- The substantial increase, and expected further substantial increases, in costs associated with being a public company in light of Sarbanes-Oxley Act of 2002;
-- The importance of permitting senior management to spend less time on report preparation thereby allowing them to devote full attention and effort to the Company's turnaround and new BPO call center operations;
-- The fact that the Company's stock is thinly traded; and
-- The lack of analyst coverage and minimal liquidity for the Company's stock.
"A major component of my job as chairman and CEO is to remove obstacles and distractions so that eNucleus is well-positioned to survive and develop into a call center based BPO with a unique business model," Albert F. Case, said. "The Company believes that voluntarily ending our status as a publicly traded company is in the best interest of all parties involved, and that by being private, we will be able to free up resources that can be redirected to create more value for the Company and our shareholders. We look forward to completing our turnaround and moving forward."
The SEC's Form 15 allows public companies with fewer than 300 stockholders of record to voluntarily deregister their stock. As of November 3, eNucleus, Inc. has 173 shareholders of record.
eNucleus' decision to make the Form 15 filing mirrors a trend of small- to mid-size companies deciding that Sarbanes-Oxley Act compliance costs, as well as other fees related to legal and audit costs, represent an unacceptable financial burden.
eNucleus will be relocating its corporate offices to Florida. To learn more about eNucleus, visit www.enucleus.com.
About eNucleus
eNucleus, Inc. is a Vancouver, Wash.-based provider of technology enabled business process outsourcing (BPO) and hosted software (SaaS) solutions. eNucleus provides "back office" support services through its offshore BPO center in Ahmedabad, India, and offers a variety of technology solutions and services in the energy and business support markets. Visit www.eNucleus.com for more information.
Cautionary Language Concerning Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect the Company's current judgment on certain issues. Because such statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors which could cause the actual results to differ materially include, without limitation, the following: the ability of the Company to service its debt; continued significant losses by the Company; the ability of the Company to develop and market new products as technology evolves; the ability of the Company to meet its capital requirements; increased competition in the healthcare information systems market; the ability of the Company to maintain current and develop future relationships with third party resellers, manufacturers and suppliers; the ability of the Company to meet governmental regulations; and the ability of the Company to obtain and enforce any patents and avoid infringing upon third parties' patents. For a detailed discussion of these and other cautionary statements and factors that could cause actual results to differ from the Company's forward-looking statements, please refer to the Company's reports on Form 10-K and 10-Q on file with the Securities and Exchange Commission. All trademarks are property of their respective holders.