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Arotech Announces Receipt
of Nasdaq Delisting Letter
and Intention to Appeal
April 7, 2006 - Arotech Corporation (NasdaqNM: ARTX) announced
today that on April 6, 2006, the Company received a Nasdaq Staff
Determination indicating that it was not in compliance with the
report filing requirement for continued listing set forth in Marketplace
Rule 4310(c)(14) and that its securities are, therefore, subject
to delisting from the Nasdaq National Market.
Nasdaq based this determination
on the fact that, in the Company’s Annual Report on Form 10-K
that it timely filed with the Securities and Exchange Commission
on March 31, 2006, the Company noted, in presenting management’s
conclusions that its internal controls were not effective as of
December 31, 2005, that management had not yet completed its assessment
of the effectiveness of the Company’s internal control over
financial reporting. Nasdaq takes the position that the Form 10-K
that the Company filed was therefore deficient. The Company believes,
based on a review of the relevant rules and precedents, that the
fact that management had not yet completed its assessment of the
effectiveness of the Company’s internal control over financial
reporting did not render its Form 10-K deficient.
In light of its conclusion that
its internal controls were not effective as of December 31, 2005,
the Company’s management performed additional analyses and
other procedures to determine that its 2005 consolidated financial
statements were prepared in accordance with generally accepted accounting
principles in the United States (U.S. GAAP). Accordingly, management
indicated in its Form 10-K its belief that the consolidated financial
statements included in its Form 10-K fairly present in all material
respects the Company’s financial position, results of operations
and cash flows for the periods presented.
This matter will be included in
the appeal that the Company has requested before Nasdaq Listing
Qualifications Panel.
About Arotech Corporation
Arotech Corporation is a leading
provider of quality defense and security products for the military,
law enforcement and homeland security markets, including multimedia
interactive simulators/trainers, lightweight armoring and advanced
zinc-air and lithium batteries and chargers. Arotech operates through
three major business divisions: Armor, Simulation and Training and
Batteries and Power Systems.
Arotech is incorporated in Delaware, with corporate offices in Ann
Arbor, Michigan and research, development and production subsidiaries
in Alabama, Colorado, Michigan, California and Israel.
Except for the historical information herein,
the matters discussed in this news release include forward-looking
statements, as defined in the Private Securities Litigation Reform
Act of 1995, such as our ability to achieve or maintain net profitability.
Forward-looking statements reflect management's current knowledge,
assumptions, judgment and expectations regarding future performance
or events. Although management believes that the expectations reflected
in such statements are reasonable, readers are cautioned not to
place undue reliance on these forward-looking statements, as they
are subject to various risks and uncertainties that may cause actual
results to vary materially. These risks and uncertainties include,
but are not limited to, risks relating to: the ineffectiveness of
Arotech’s internal control over financial reporting and disclosure
controls and procedures; product and technology development; the
uncertainty of the market for Arotech’s products; changing
economic conditions; delay, cancellation or non-renewal, in whole
or in part, of contracts or of purchase orders; Arotech’s
ability to remain listed on the Nasdaq Stock Market in accordance
with the Nasdaq’s $1.00 minimum bid price and other continued
listing standards; dilution resulting from issuances of Arotech’s
common stock upon conversion or payment of its outstanding convertible
debt, which would be increasingly dilutive if and to the extent
that the market price of Arotech’s stock decreases; and other
risk factors detailed in Arotech’s most recent Annual Report
on Form 10-K for the fiscal year ended December 31, 2005, and other
filings with the Securities and Exchange Commission. Arotech assumes
no obligation to update the information in this release. Reference
to the Company’s website above does not constitute incorporation
of any of the information thereon into this press release.
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