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ARMANINO
FOODS OF DISTINCTION, INC.
TO DELAY TERMINATION OF SEC REGISTRATION AND NASDAQ LISTING
Hayward, CA (May 11, 2005) Armanino
Foods of Distinction, Inc. (NASDAQ Small Cap Symbol: ARMF) announced today that
it is delaying the implementation of its previously announced plan to terminate
its SEC registration and NASDAQ listing. As
a result of the delay the Company will not file a Form 15-Certification and
Notice of Termination prior to May 15, 2005.
The Company plans to file its 10-QSB with the SEC for the quarter ended
March 31, 2005, conduct business as usual and continue to observe all of its
current legal and regulatory requirements until a final decision is made with
respect to its SEC registration and NASDAQ listing.
William J. Armanino, President and CEO of Armanino Foods said, “The
decision of the SEC to postpone the Sarbanes–Oxley Section 404 compliance date
for small issuers from 2005 to 2006 has given us time to assess our alternatives
to SEC registration termination and NASDAQ delisting since we will not have to
commence incurring the significant expense made necessary by the
compliance requirements for another year.
“In addition,” Armanino continued, “the SEC has two initiatives
underway that may affect 404 compliance requirements for small issuers. We want to assess those prior to moving forward with our
decision to terminate our SEC registration in order to avoid the financial
burden imposed by Sarbanes-Oxley compliance. Although we may yet terminate our
SEC registration and de-list from NASDAQ, we will also explore other strategic
options related to our public company status.”
Armanino is an international food company that manufactures
and markets frozen pestos, filled pasta products, meatballs, cooked meat, cooked
poultry products, garlic spreads and focaccia to the retail, food service, club
stores, institutional, and industrial food industry segments.
This press release contains forward-looking statements within the
meaning of U.S. securities laws, including statements regarding the
Company's goals and growth prospects. These forward looking statements
are subject to certain risks and uncertainties that could cause the
actual results to differ materially from those projected, including
general economic conditions, fluctuations in customer demand,
competitive factors such as pricing pressures on existing products, and
the timing and market acceptance of new product introductions, the
Company's ability to achieve manufacturing efficiencies necessary for
profitable sales at current pricing, and the risk factors listed from
time-to-time in the Company's annual and quarterly SEC reports. The
Company assumes no obligation to update the information included in
this press release.
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