FOR IMMEDIATE RELEASE Company Contacts:
Barrett C. O'Donnell
Chairman of the Board
(770) 644-6700
R. Bruce Dewey
CEO and President
(770) 644-6700
Simione Central Holdings, Inc. Announces Nasdaq Status.
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Atlanta, GA (February 29, 2000) Simione Central Holdings, Inc.
(NASDAQ:SCHI) announced today the status of its Nasdaq National Market listing.
The Nasdaq Stock Market has notified the Company that it may delist Simione
Common Stock from its National Market. The Company has appealed this decision to
Nasdaq's Listings Hearings Panel. The Company's appeals hearing is currently
scheduled for March 3, 2000.
On January 5, 2000, the Company was notified by Nasdaq that it had failed
to submit a proxy statement and hold an annual meeting for its fiscal year ended
December 31, 1998 as required for continued listing on the Nasdaq National
Market as set forth in Marketplace Rules 4460(e) and 4460(g). The Nasdaq Staff
granted the Company an extension in writing until March 6, 2000 to file with the
SEC and Nasdaq its definitive proxy statement for the fiscal year ended December
31, 1998 and to hold the stockholders' meeting within 30 days after the filing
of the proxy statement. This would require a stockholders' meeting to be held no
later than April 5, 2000. On February 9, 2000, the Company filed its definitive
proxy statement with the SEC and Nasdaq, and it has scheduled a stockholders'
meeting for March 7, 2000. This is within the extension period originally
provided by the Nasdaq Staff.
In addition, on January 6, 2000, Simione received a telephone call from
Nasdaq expressing its belief that consummation of its proposed merger with MCS,
Inc. will cause a change in control and change in financial structure of
Simione, and thus will require Simione to submit a new initial listing
application and to comply with the initial listing criteria for the Nasdaq
National Market. Simione responded to Nasdaq by letter dated January 11, 2000
stating that Simione does not believe that the consummation of the merger should
require Simione to comply with the Nasdaq National Market's initial listing
criteria. On January 21, 2000, Simione received a letter from Nasdaq confirming
its position that Simione must comply with the Nasdaq National Market's initial
listing criteria, and on February 4, 2000 Simione submitted a letter to Nasdaq
requesting a hearing to appeal this determination.
The initial listing criteria for the Nasdaq National Market are more
difficult to satisfy than its normal maintenance criteria. In general, to meet
the Nasdaq National Market's initial listing requirements, a company must comply
with one of three entry standards relating to its financial condition, results
of operations and trading market for its securities. Simione is currently unable
to meet the minimum bid price requirement of each applicable entry standard. In
addition, Simione does not meet the net tangible assets and the public float
requirements for the Nasdaq National Market entry standards. Therefore, if the
Nasdaq Listings Hearings Panel determines that consummation of the MCS merger
will require Simione to satisfy the initial listing criteria, Simione will be
unable to do so, and consequently will be delisted from the Nasdaq National
Market upon the consummation of the merger.
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On February 16, the Staff notified the Company that Staff was rescinding
its above noted written extension for the 1998 proxy statement and stockholders'
meeting requirements, thereby requiring the Company to address these issues at
its hearing. An unfavorable decision could result in the immediate delisting of
the Company's common stock from the Nasdaq National Market even before the
consummation of the MCS merger.
The Company has requested an oral hearing to appeal Nasdaq's decision. The
hearing has been set for March 3, 2000. Until a decision is made by Nasdaq's
Listings Hearings Department, the Company's common stock will remain listed on
the National Market System of Nasdaq. If the Company is not successful in its
appeal, its common stock would be eligible to trade on the OTC Bulletin Board,
and the Company may try to list the common stock on Nasdaq's SmallCap Market or
on another appropriate trading exchange or market. There can be no assurance as
to when a decision will be reached by Nasdaq's Listings Hearings Panel or that
such a decision will be favorable to the Company.
Simione Central provides information systems, consulting and agency support
services to hundreds of customers nationwide. Simione Central provides
freestanding, hospital-based and multi-office home health care providers
(including certified, private duty, staffing, HME, IV therapy and hospice) with
complete information solutions that address all aspects of home care operations.
With offices nationwide, the Company is headquartered in Atlanta.
Investors are urged to read the joint proxy statement/ prospectus related to the
MCS/Simione merger that was filed with the United States Securities and Exchange
Commission (SEC) on Form S-4, together with any amendments to it, as it contains
important information. Matters dealing with the listing of Simione's stock and
the proposed reverse stock split are discussed at pages 19 to 20 and pages 181
to 188 of the joint proxy statement/prospectus. Investors can obtain this and
any other Simione documents filed with the SEC without charge at the Internet
web site of the SEC (www.sec.gov). Other filings made by Simione on Forms 10-K,
10-Q and 8-K may be obtained for free from the Simione Corporate Secretary's
office at (770) 644-6700.
Note regarding Private Securities Litigation Reform Act: Statements made in this
press release which are not historical facts, including projections, statements
of plans, objectives, expectations, or future economic performance, are forward
looking statements that involve risks and uncertainties and are subject to the
safe harbor created by the Private Securities Litigation Reform Act of 1995. The
merger is subject to several conditions, including regulatory and shareholder
approval. No assurance can be given that the merger will be completed on a
timely basis, if at all. In addition, Simione's future financial performance
could differ significantly from that set forth herein, and from the expectations
of management. Important factors that could cause the Simione's financial
performance to differ materially from past results and from those expressed in
any forward looking statements include, without limitation, variability in
quarterly operating results, customer concentration, product acceptance, long
sales cycles, long and varying delivery cycles, Simione's dependence on business
partners, emerging technological standards, risks associated with acquisitions,
risks associated with the Year 2000 problem and risk factors detailed from time
to time in Simione's periodic reports filed with the Securities and Exchange
Commission. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
