CONROE, Texas, Feb. 15, 2011 /PRNewswire/ -- On February 9, 2011, the Securities and Exchange Commission ("SEC") issued its order revoking the registration of the common stock of Hemiwedge Industries, Inc. (Pink Sheets: HWEG) ("Hemiwedge" or the "Company") in Section 12(j) of the '34 Exchange Act. While the Company still complies with Section 15 of the Exchange Act, as a result of this SEC Order the Company's stock, which had traded in the over-the-counter market and was quoted on the Pink Sheets Electronic Quotation Service under the symbol "HWEG", will no longer trade publicly until it becomes current on its SEC reports.
Hemiwedge had become delinquent in its annual and quarterly SEC reporting requirements in 2009. The last SEC filing that was in compliance was the 2008 Annual Report on Form 10-KSB. In September, 2010, the SEC notified Hemiwedge that the registration of its stock would be subject to revocation if all required reports were not filed within 15 days. In November, 2010, the Company submitted an Offer of Settlement to the SEC in anticipation of the proceedings that could be instituted against Hemiwedge by the SEC. The Company agreed to enter into a Consent Order with the SEC pursuant to which the registration of its stock would be revoked. The SEC did not issue its order until last week. The SEC order can be accessed via the following link http://www.sec.gov/litigation/admin/2011/34-63872.pdf.
Currently, stockholders will be able to transfer or sell their shares only in exempt transactions that are in compliance with the United States and applicable state securities laws. For example, shareholders may be able to sell or transfer their shares as long as the shareholders consult with their own legal counsel and comply with the requirements of Rule 144 and other applicable sections of the Securities Act of 1933. If the Company becomes current with its SEC reports, including the potential to file a Form 10 to bring all belated 10-Qs and 10-K reports current in one filing, the stock could then resume trading.
Hemiwedge intends to continue to report on all material events by posting such information on its website at www.hemiwedge.com. Should the Company be in a position in the future to have its securities once again registered, it can do so by filing the appropriate form of registration statement with the SEC. While there is considerable expense associated with a registration statement, including the requirement for audited financial statements for the previous two years, Hemiwedge would not also have to incur the costs of filing all previously delinquent SEC reports.
The revocation of SEC registration is not expected to have any immediate adverse effect on the operations of the Company. Management is assessing the future needs of the Company and is working to develop an appropriate strategy for moving forward, including how best to maximize shareholder value through, for example, a strategic corporate transaction of some form or through future public trading of the stock.
About Hemiwedge Industries, Inc.
Hemiwedge Valve Corporation ("HVC"), a wholly-owned subsidiary of Hemiwedge Industries, operates as a global supplier of engineered valve products. In its 60,000 square foot ISO 9001 and API Q1 approved facility in Conroe, Texas, the Company manufactures and markets worldwide a patented proprietary valve technology known as the Hemiwedge® Cartridge valve product line. The Hemiwedge® Cartridge valve is a proven innovative design that incorporates a hemispherical wedge to provide a mechanically sealing, tight shutoff valve with a simple quarter-turn operation that provides outstanding longevity and performance in a broad range of applications. Unlike ball valves, the stationary core of the Hemiwedge® Cartridge valve directs flow away from the seat surfaces which allows longer service life. The "Cartridge" feature reduces expensive downtime during valve maintenance as all of the internal parts of the valve are attached to the bonnet, as a Cartridge, which allows a quick exchange of all the internals of the valve while the valve body remains in the line. This feature is especially relevant in weld-in line valve bodies and severe service applications. Hemiwedge® Cartridge valve has been successfully used by reference customers in applications including oil/gas production, refining, mining, process, pipeline, power, mid-stream and petro-chemical markets. The product line currently ranges in bore sizes from one inch to twenty inches, API 6D monogram, and ANSI class 150 through 900. For additional information on the Company and its products, please visit www.hemiwedge.com.
This document contains discussion of items that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include, but are not limited to, customer concentration risk, difficulties in refinancing or restructuring its debt, difficulties in accelerating internal sales growth, volatility of the energy business and its effects on the Company's business, difficulties in new technology acceptance within the energy and process industries, restrictive covenants in our existing credit facilities, fluctuations in metals prices, an inability to perform customer contracts at anticipated cost levels, political and economic global supply chain risk, general economic conditions in markets in which we do business, extensive environmental and workplace regulation by federal and state agencies, and other general risks related to its common stock, and other uncertainties and business issues that are detailed in its filings with the Securities and Exchange Commission. All information provided in this release and in the attachments is as of February 15, 2011 and the Company undertakes no duty to update this information.
SOURCE Hemiwedge Industries, Inc.