Proterion Corporation, 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 American Stock Exchange LLC (“Amex” or “Exchange”).
On December 8, 2003, the Board of Directors (“Board”) of the Issuer executed a unanimous written consent approving certain resolutions to Start Printed Page 10275withdraw the Issuer's Security from listing on the Amex. The Board states that its decision to withdraw the Security from listing and registration on the Amex was based on numerous factors that indicated that, despite the Issuer's and Board's previous actions and efforts: (i) The Issuer can no longer financially afford to be a reporting company registered under the Exchange Act and listed on a national securities exchange and; (ii) for the foreseeable future, the Issuer and its stockholders will not be able to realize the benefits associated with being such a listed reporting company. The Issuer stated that it is current in contact with various market professionals concerning the listing of the Security on the OTC Pink Sheets prior to the delisting.
The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in the State of Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.
The Issuer's application relates solely to the withdrawal of the Security from listing on the Amex 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 March 23, 2004, 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 Amex and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters should refer to File No. 1-16677. 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. 04-4834 Filed 3-3-04; 8:45 am]
BILLING CODE 8010-01-P