Exhibit 99.1
Stanley Higgins
Director
Listing Qualifications
The Nasdaq Stock Market LLC
+1 301 978 8041
Director
Listing Qualifications
The Nasdaq Stock Market LLC
+1 301 978 8041
By Electronic Delivery to: bkrist@endologix.com
June 12, 2009
Mr. Robert J. Krist
Chief Financial Officer and Secretary
Endologix, Inc.
11 Studebaker
Irvine, California 92618
Chief Financial Officer and Secretary
Endologix, Inc.
11 Studebaker
Irvine, California 92618
| Re: | Endologix, Inc. (the “Company”) Nasdaq Symbol: ELGX |
Dear Mr. Krist:
According to the Definitive Proxy filed on May 12, 2009, Edward B. Diethrich, M.D. was not standing for re-election at the Annual Meeting held on June 11, 2009. As such, the Company no longer complies with Nasdaq’s independent director requirement as set forth in Listing Rule 5605.
However, consistent with Listing Rule 5605(b)(1), Nasdaq will provide the Company a cure period in order to regain compliance until the earlier of the Company’s next annual shareholders’ meeting or June 11, 2010.
The Company must submit to Nasdaq documentation, including biographies of any new directors, evidencing compliance with the rules no later than this date. In the event the Company does not regain compliance by this date, Nasdaq rules require Staff to provide written notification to the Company that its securities will be delisted. At that time, the Company may appeal the delisting determination to a Listing Qualifications Panel.
Listing Rule 5810(b) requires that the Company, as promptly as possible but no later than four business days from the receipt of this letter, make a public announcement through the news media which discloses receipt of this letter and the Nasdaq rules upon which it is based.1 The Company must provide a copy of this announcement to Nasdaq’s MarketWatch Department, the Listing Qualifications Department, and the Listing Qualifications Hearings Department (the “Hearings Department”) at least
| 1 | We also note that Item 3.01 of Form 8-K requires disclosure of the receipt of this notification within four business days. See, SEC Release No. 34-49424. |
Mr. Robert J. Krist
June 12, 2009
Page 2
June 12, 2009
Page 2
10 minutes prior to its public dissemination.2 For your convenience, we have enclosed a list of news services.3
In the event the Company does not make the required public announcement, trading in your securities will be halted.
In addition, an indicator will be broadcast over Nasdaq’s market data dissemination network noting the Company’s non-compliance. The indicator will be displayed with quotation information related to the Company’s securities on Nasdaq.com, NasdaqTrader.com and by other third-party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the reason(s) for such non-compliance is posted on our website at www.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.
If you have any questions, please contact Una Hahn, Listing Analyst, at +1 301 978 8033.
Sincerely,
| 2 | The notice should be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at www.NASDAQ.net. The facsimile numbers for Nasdaq’s Listing Qualifications and Hearings Departments are +1 301 978 3 4028 and +1 301 978 8080, respectively. | |
| 3 | The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story. Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Listing Rule(s) _______. |
NASDAQ REFERENCE LINKS
| Topic | Description | Link | ||
| NASDAQ Listing Rules | All initial and continued listing rules | NASDAQ Listing Rules | ||
| Corporate Governance | Independent directors, committee requirements and shareholder approval | www.nasdaq.com/about/FAQsCorpGov.stm | ||
| Fees | Fee schedule | www.nasdaq.com/about/FAQsFees.stm | ||
| Frequently Asked Questions (FAQ’s) | Topics related to initial and continued listing | www.nasdaq.com/about/LegalComplianceFAQs.stm | ||
| Hearing Requests & Process | Discussion of the Nasdaq Hearings process | www.nasdaq.com/about/FAQsHearings.stm | ||
| Listing of Additional Shares (LAS) | Explanation of Nasdaq’s Listing of Additional Shares process | www.nasdaq.com/about/FAQsLAS.stm | ||
| Transfer to the Nasdaq Capital Market | Procedures and application to transfer securities to the Nasdaq Capital Market | www.nasdaq.com/about/FAQsPhaseDown.stm |
DIRECTORY OF NEWS SERVICES*
The use of any of these services will satisfy NASDAQ’s listing rules that require the disclosure of specific information in a press release or public announcement. The Company must ensure that the full text of the required announcement is disseminated publicly. The Company has not satisfied this requirement if the announcement is published as a headline only or if the news service determines not to publish the full text of the story.
| News Service | Internet Address | Telephone Number | ||
| Bloomberg Business News | www.bloomberg.com | Toll free: 800 444 2090 Phone: 609 750 4500 | ||
| Business Wire | www.businesswire.com | Toll free: 800 227 0845 Phone: 415 986 4422 | ||
| Dow Jones News Wire | www.djnewswires.com | Phone: 201 938 5400 | ||
| GlobeNewswire (A NASDAQ OMX Co.) | www.globenewswire.com | Toll free: 800 307 6627 Phone: 310 642 6930 | ||
| MarketWire | www.marketwire.com | Toll free: 800 774 9473 Phone: 310 765 3200 | ||
| PR Newswire | www.prnewswire.com | Toll free: 800 832 5522 Phone: 201 360 6700 | ||
| Reuters | www.thomsonreuters.com | Phone: 646 223 6000 |
* Nasdaq cannot render advice to the Company with respect to the format or content of the public announcement. The following is provided only as a guide that should be modified following consultation with securities counsel: the Company received a Nasdaq Staff Deficiency Letter on (DATE OF RECEIPT OF STAFF DEFICIENCY LETTER) indicating that the Company fails to comply with the (STOCKHOLDERS’ EQUITY, MINIMUM BID PRICE, MARKET VALUE OF PUBLICLY HELD SHARES, etc.) requirement(s) for continued listing set forth in Listing Rule(s) _______.