Detwiler, Mitchell & Co., a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”)  and Rule 12d2-2(d) thereunder, to withdraw its Common Stock, $.01 par value (“Security”), from listing and registration on the Pacific Exchange, Inc. (“PCX” or “Exchange”).
The Board of Directors (“Board”) of the Issuer approved resolutions on July 1, 2003 to withdraw its Security from listing on the Exchange. The Board states that the reasons it decided to delist the Security from the PCX are: (i) The Issuer has approximately 221 record holders of its Security making it eligible for deregistration under Section 12(g) of the Act; (ii) the Issuer estimated the potential cost savings from deregistration and delisting from the Nasdaq SmallCap Market and the PCX to be in the range of $125,000 to $200,000 annually; (iii) the Issuer would be relieved from the time-consuming burdens of compliance with the reporting and other requirements of the Act, which have become more burdensome because of the enactment of the Sarbanes-Oxley Act of 2002; relief from these burdens would represent a substantial benefit to the business and operations of the Issuer, which cannot be quantified in monetary terms and is not reflected in estimates of cash cost savings; (iv) the reactions of stockholders, employees and clients to the prospect of deregistration and delisting were almost universally favorable, and stockholders seem to be impressed by the potential for cost savings while understanding that the Issuer's Security will continue to be publicly traded on Pink Sheets LLC's quotations service (“pink sheets”); (v) the desultory trading market in the Security through its listing on the Nasdaq SmallCap market and PCX was no more beneficial to the stockholders, and does not provide them a better trading market, than would be available to them if the Security were deregistered and traded in the “pink sheets” market place; the Security trades less than 10,000 shares annually on the PCX; and (vi) the Issuer could continue to provide quarterly and (audited) annual financial statements and press releases to its stockholders containing substantially the same information about the financial condition and results of operations of the Issuer as have been provided to them in the past, and will continue to provide stockholders with reports of current developments as in the past so that registration will not substantially reduce the flow of useful information to the stockholders. The Issuer states that its Security has traded over-the-counter and has been quoted in the pink sheets since July 7, 2003.
The Issuer stated in its application that it has complied with the rules of the PCX that govern the removal of securities from listing and registration on the Exchange. The Issuer's application relates solely to the withdrawal of the Security from listing and registration on the PCX and from registration under Section 12(b)  of the Act and shall not affect its obligation to be registered under Section 12(g) of the Act.
Any interested person may, on or before August 18, 2003, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the PCX and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.Start Signature
For the Commission, by the Division of Market Regulation, pursuant to delegated authority.
Jonathan G. Katz,
[FR Doc. 03-19664 Filed 8-1-03; 8:45 am]
BILLING CODE 8010-01-P