Message #2 From:
NewsBot Date: September 11, 2006 03:00:00 AM
DIGF News Digital Fusion Announces Decision to Deregister with the Securities and Exchange Commission
HUNTSVILLE, Ala.--(BUSINESS WIRE)--Sept. 11, 2006--Digital Fusion, Inc. (OTCBB:DIGF), a research and engineering, acquisition and business support, and information technology services provider announced today that it has filed a Form 15 with the Securities and Exchange Commission (SEC) to deregister its common stock and suspend its reporting obligations under the Securities Exchange Act of 1934. Digital Fusion expects that the deregistration will be effective within 90 days. Digital Fusion's obligation to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K was suspended immediately upon the filing of the Form 15.
Since the OTC Bulletin Board ("OTC BB") requires quoted companies to be reporting companies, Digital Fusion's common stock will no longer be quoted on the OTC BB as a result of the deregistration with the SEC. Digital Fusion believes that its common stock may continue to be traded in the over-the-counter market via the "Pink Sheets," which is a leading provider of pricing and financial information for the over-the-counter securities markets, but can make no assurances that any broker will make a market in the Company's Common Stock. Digital Fusion intends to release updated Company information on its website, http://www.digitalfusion.com, as appropriate.
In commenting on the decision to deregister, Frank Libutti, Chairman and Chief Executive Officer of Digital Fusion, stated, "After full and careful consideration of the issue, our Board of Directors unanimously voted to deregister because of the Board's belief that the burdens associated with operating a company of our size as a registered public company outweigh any advantages that might accrue to Digital Fusion and its shareholders from registration."
The Board considered the following factors, among others, in making its decision:
-- The benefits of enabling senior management to spend less time on report preparation, regulatory compliance, and market outreach and more time executing on Digital Fusion's business plan.
-- The costs, both direct and indirect, incurred by Digital Fusion each year in connection with preparing and filing periodic reports with the SEC and otherwise complying with the obligations of being a reporting company, including the Sarbanes-Oxley Act.
-- Digital Fusion's inability, because of its size and limited public float, to secure substantial sponsorship in the public market, including coverage from public equity research analysts.
-- The illiquidity of Digital Fusion's stock and the resulting volatility.
According to Frank Libutti, Chairman and CEO of Digital Fusion, "Many small public companies like Digital Fusion have chosen to deregister because of similar concerns. Our Board strongly believes that deregistration is in the best interests of the Company and our shareholders and will allow senior management to focus all resources on implementing Digital Fusion's plan to build long-term shareholder value."
About Digital Fusion
Digital Fusion, Inc., headquartered in Huntsville, Alabama, is an information technology, research and engineering, and acquisition and business support services company that helps its customers make the most of technology to meet their business needs. Digital Fusion provides state-of-the-art solutions to both government and commercial customers. Digital Fusion's core competencies are focused in the following broad areas: Application Development, Architecture and Security; Network Security; Data Management and Business Intelligence; System Migration and Integration; Sensor Systems Development and Analysis; Aerodynamic Design, Analysis, and Support; Thermal-Structural Modeling; Test and Evaluation; Systems Engineering; Modeling and Simulation; Control System Design and Analysis; Mechanical Design and Analysis; and Program Management Support. For additional information about Digital Fusion visit http://www.digitalfusion.com.
Forward Looking Statements. All statements other than statements of historical fact included in this release are forward-looking statements. When used in this release, words such as "project," "anticipate," "believe," "estimate," "expect," "plan," "intend" and similar expressions, as they relate to the Company or its management, as well as assumptions made by and information currently available to the Company's management, identify forward-looking statements. Similarly, statements herein that describe the Company's business strategy, outlook, objectives, plans, intentions or goals are also forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors including, but not limited to: the effect of business and economic conditions; the impact of competitive products and pricing; capacity and supply constraints or difficulties, the Company's dependence on continued funding of U.S. government programs; contract procurement and termination risks; competitive factors such as pricing pressures and/or competition to hire and retain employees, and material changes in laws or regulations applicable to the Company businesses. Such statements reflect the current views of the Company with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the operations, results of operations, growth strategy and liquidity of the Company. These statements reflect the Company's current beliefs and are based upon information currently available to it. Be advised that developments subsequent to this release are likely to cause these statements to become outdated with the passage of time.
