EXHIBIT 99.1
NEWS RELEASE for August 4, 2004 at 7:00 PM EDT
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Contact: Jack Davis (investor relations) 501-376-0044
Len Hall (media) 949-474-4300 len@allencaron.com
Allen & Caron Inc.
KYZEN CORPORATION ANNOUNCES INTENTION TO DE-REGISTER ITS
COMMON STOCK WITH THE SECURITIES AND EXCHANGE COMMISSION;
EXPECTS TO TRADE ON PINK SHEETS; WARRANTS EXPIRE
NASHVILLE, TN-- August 4, 2004-- Kyzen Corporation (OTCBB: KYZN.OB), a specialty
chemical company that is a leading provider of products and processes for
precision cleaning applications in high-technology manufacturing environments,
today announced that it intends to apply to the Securities and Exchange
Commission ("SEC") for the deregistration of its common stock on or around
August 12, 2004. The Company expects this deregistration application to become
effective within 90 days of filing the application with the SEC.
As a result of this filing, the Company's obligation to file with the SEC
certain reports, including Forms 10-KSB, 10-QSB and 8-K, will be suspended. The
Company's shares will no longer be quoted or traded on the OTC Bulletin Board.
The Company anticipates that its shares will continue to be traded over the
counter on the Pink Sheets, which is a centralized quotation service that
collects and publishes market maker quotes in real time, primarily through its
web site, http://www.pinksheets.com/. The Company intends to provide market
makers with the applicable information required under SEC Rule 15c2-11 to
facilitate quotation on the Pink Sheets. The Company also intends to continue to
hold annual meetings of shareholders and to make periodic financial and other
information available to its shareholders. The Company believes that at least
some of the brokerage firms that have historically facilitated an orderly market
in the Company's common stock will continue to do so subject to the Company's
commitment to provide current financial and other information; however, there
can be no assurance that this will be the case.
The Company's Board of Directors determined, after careful consideration, that
the benefits of de-registering outweigh the advantages associated with
continuing to operate as a public reporting company. Several factors were
considered by the Board of Directors in making this decision, including the
following:
o The elimination of costs, both direct and indirect, associated with the
preparation and the filing of the Company's periodic reports with the
SEC;
o The avoidance of expected substantial increases in costs and personnel
associated with being a public company in light of new regulations
promulgated as a result of the Sarbanes-Oxley Act of 2002, particularly
the requirements of Section 404 of the Act regarding documentation of
internal controls and sufficient testing of those controls;
o The nature and extent of current trading in the Company's common stock,
which is very limited; and
o The lack of analysts' coverage and relative illiquidity in the national
markets for the Company's common stock.
According to Kyle J. Doyel, President and CEO of the Company, "Our Board of
Directors, after much consideration, decided to take this action because we
believe the advantages of
continuing as a public company are substantially outweighed by the
disadvantages. Due to our size and relatively small number of shareholders, we
have not been able to take advantage of many of the benefits traditionally
associated with being a reporting company. We believe the cost reductions
achieved by suspending our public reporting obligations will make us more
profitable and bring more value to our shareholders. This move is another step
in our overall plan to deliver shareholder value, which will not only allow us
to realize cost savings and avoid certain anticipated future costs, but will
also provide us with more flexibility in operational and strategic matters."
The Company also announced a plan to repurchase up to $300,000 of its common
stock. Under this stock repurchase plan, which was approved by the Company's
Board of Directors, shares will be repurchased in the over-the-counter market
and in private transactions at various periods between August 5, 2004 and
December 31, 2005, depending on market conditions.
The Company also announced that the Company's warrants to purchase its common
stock (OTCBB: KYZNW.OB) expired effective August 4, 2004. On May 5, 2004, the
Company announced its intent to allow the warrants to expire because the
increasing cost to comply with SEC requirements and related administrative costs
now make these warrants a less attractive method of potentially raising capital.
The statements in this press release that relate to future plans, events or
performance are forward-looking statements that involve risks and uncertainties.
Management has included in this press release certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. When used,
statements which are not historical in nature, including the words "anticipate,"
"estimate," "should," "expect," "believe," "intend" and similar expressions are
intended to identify forward-looking statements. Such statements are, by their
nature, subject to certain risks and uncertainties. Among the factors that could
cause actual results to differ materially from those projected are the
following: whether the SEC makes effective the Company's application to
de-register its common stock; business conditions and the general economy as
they affect interest rates and manufacturing output; whether brokers will
continue to make a market in the Company's common stock following the
deregistration and whether shareholders will be able to realize full value for
their shares once trading is limited to a market dependent on the participation
of these brokers; market conditions may effect the Company's ability to
effectively implement the stock repurchase plan; business conditions as they
affect manufacturers of chemical raw materials; the Company's ability to control
costs; whether the anticipated cost savings associated with the deregistration
will be realized; whether management will be able to capitalize on the expected
increased flexibility in operational and strategic matters in order to enhance
shareholder value; the federal, state and local regulatory environment; changes
in the Company's liquidity or capital resources; and changes in the financial
condition, corporate strategy or technology of the Company's primary customers.
Actual results, events and performance may differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. The Company
undertakes no obligation to release publicly the results of any revisions to
these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.