UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(b) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 000-31178
VI GROUP PLC
--------------------------------------------------------------------------------
(Exact Name of Registrant as specified in its Charter)
THE MILL, BRIMSCOMBE PORT, STROUD, GLOUCESTERSHIRE GL5 2QG, UK
011-44-1453-732900
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
American Depositary Shares evidenced by American Depositary Receipts each
American Depositary Share evidencing ordinary shares, par value 0.50 pence
Ordinary Shares, par value 0.50 pence
--------------------------------------------------------------------------------
(Title of each class of securities covered by this Form)
None
--------------------------------------------------------------------------------
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(i) [ ]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [X] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [ ]
Approximate number of holders of record as of the certification or notice date:
American Depositary Shares 11
Ordinary Shares 0
-----------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, Evolve
Software, Inc. has caused this certification/notice to be signed on its behalf
by the undersigned duly authorized person.
Date: May 11, 2004 By: /s/ Elliot I. Miller
-----------------------------
Elliot I. Miller, Deputy Chairman
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.
20549
APPLICATION FOR WITHDRAWAL FROM LISTING OF SECURITIES PURSUANT TO SECTION 12(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-31178
VI GROUP PLC
------------
(Exact name of Registrant as specified in its charter)
ENGLAND AND WALES None
----------------- ------------------------------------
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
THE MILL, BRIMSCOMBE PORT, STROUD, GLOUCESTERSHIRE GL5 2QG, UK
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be withdrawn pursuant to Section 12(d) of the Act:
Name of each Exchange on which
Title of each class to be so withdrawn class is to be withdrawn
------------------------------------------ ------------------------------
American Depositary Shares American Stock Exchange
evidenced by American Depositary Receipts
each American Depositary Share evidencing
ordinary shares, par value 0.50 pence each
of Registrant
VI Group, plc an England and Wales corporation (the "Company"), hereby
makes application pursuant to Section 12(d) of the Securities Exchange Act of
1934 (the "Exchange Act") and Rule 12d2-2(d) and (e) promulgated thereunder to
withdraw its American Depositary Shares from listing and registration on the
American Stock Exchange.
The Board of Directors of the Company unanimously approved a resolution on
April 21, 2004 to withdraw the Company's American Depositary Shares from listing
on the American Stock Exchange. The reasons for such actions are set forth in
the attached certified copies of the resolutions (Exhibit A).
The Registrant has met the requirements of Rule 18 of the American Stock
Exchange by complying with all applicable laws in effect in England and Wales,
in which it is incorporated, and by filing with the Exchange written notice of
its intention to voluntarily withdraw its securities from listing and
registration as set forth in Exhibit B to this Application.
The Company hereby requests that the Commission's order granting this
application be effective as soon as possible.
This Application relates solely to the withdrawal from listing of the
Registrant's American Depositary Shares from the American Stock Exchange.
The Company on this date is also filing Form 15 with the Commission for
termination of the registration of the Company's securities under Section 12(g)
of the Securities Exchange Act of 1934.
SIGNATURE
---------
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Application to be signed on its
behalf by the undersigned thereunto duly authorized.
DATED: May 11, 2004 By: /S/Elliot I. Miller
-------------------
Deputy Chairman
---------------
(Title)
EXHIBIT A
SECRETARY'S CERTIFICATE AS TO
-----------------------------
INCUMBENCY AND CORPORATE AUTHORIZATION
--------------------------------------
The undersigned certifies that she is the duly elected Secretary of VI
GROUP, plc, an English corporation (the "Company"), and that, as such, she is
authorized to execute this Certificate on behalf of the Company, and further
certifies that:
(a) Attached hereto as Exhibit A is a true and correct copy of the
resolutions duly adopted by the Board of Directors of the Company at a meeting
held on April 21, 2004, and that said resolutions have not been altered,
amended, rescinded or repealed and are in full force and effect on the date
hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of May, 2004
/s/Julie Randall
----------------
Julie Randall
Secretary
VI Group plc
MINUTES OF BOARD OF DIRECTORS MEETING HELD AT BRIMSCOMBE MILL, STROUD ON
21ST APRIL 2004.
--------------------------------------------------------------------------------
Present
Stephen Palframan (Chairman) (By Phone)
Don Babbs (by phone)
Gerry O'Driscoll (by phone)
Ivy Fredericks (By phone)
Richard Youhill (by phone)
Julie Randall (Secretary)
--------------------------------------------------------------------------------
1) Stephen Palframan took the chair and noted that Elliot Miller was
unavailable as he was on holiday. However, a quorum was present and Mr
Palframan declared the meeting open.
2) He reminded the Board that there had been considerable discussion recently
on the subject of the listing of the Company's shares on AMEX. Although the
shares had been listed since October 2002, the number of US shareholders
who had bought ADR's was disappointingly small, and the costs of
maintaining the listing, including the SEC registration costs, were
significant. After discussion, it was agreed that the listing could no
longer be justified and a letter should be written to the American Stock
Exchange requesting that the shares be de-listed as soon as possible, and
that the process of de-registering from the SEC be initiated. IT WAS
RESOLVED that Julie Randall would send such a letter to the American Stock
Exchange following the meeting, and is hereby authorised to sign the letter
and attach a copy of these minutes to the letter which she will certify as
a true copy. Following this, she will initiate the process of
de-registration from the SEC, which will also require the sending of a copy
of these minutes to the SEC which she is hereby similarly authorised to
certify as a true copy.
3) There being no further business, the meeting was closed.
SW Palframan
EXHIBIT B
Mr. Michael Fleming
Listing Qualifications
American Stock Exchange
86 Trinity Place
New York
NY 10006
USA
22 April 2004
CONFIDENTIAL
Dear Mr. Fleming,
VI GROUP PLC
Our American Depositary Receipts (ADRs) have now been listed on the American
Stock Exchange for over a year and despite considerable efforts to generate
liquidity in our securities the trading volume and number of holders remains
exceptionally low. In addition, the costs of regulatory compliance have
escalated dramatically. Because of these factors we wish to voluntarily withdraw
VI Group plc ADRs from listing on Amex.
I attach a copy of the board resolution authorizing de-listing and a draft press
release. It is our intention to issue the press release tomorrow with trading to
be suspended at market close on 29th April 2004.
Yours sincerely
JULIE RANDALL
Finance Director
VI GROUP PLC
INTENTION TO DE-LIST FROM THE AMERICAN STOCK EXCHANGE AND EXPECTED RESULTS
On 28 October 2002, VI Group plc ("VI" or "the Company"), announced that trading
commenced in American Depositary Receipts ("ADR"s) representing its ordinary
shares on the American Stock Exchange ("AMEX"). The Directors have reviewed the
AMEX trading facility in light of the Company's objectives and have concluded
that the costs of maintaining the facility outweigh the benefits derived from
it. Accordingly the directors have decided to apply for de-listing of the
Company's ADRs from AMEX. Trading on Amex will be suspended following the market
close on 29th April 2004. ADR's will continue to be traded in the United States
on the over-the-counter market
The ordinary shares of VI will continue to be traded on AIM in the UK.
In taking this decision, costs of approximately $0.87 million relating to the
setting up and maintenance of the facility and US fund raising that were
previously capitalised and carried forward in the balance sheet will now be
written off.
Underlying trading is in line with the Directors' expectations. However, after
taking into account the above and other provisions, which the Directors have
deemed it prudent to write off, the directors expect the results after interest,
depreciation and amortisation for the year ended 31 December 2003 to be
significantly below market expectations.
A further announcement containing the preliminary results for the year ended 31
December 2003 will be made in due course.
FOR FURTHER INFORMATION PLEASE CONTACT:
Don Babbs, Chief Executive Tel: +44 453 732 900
Julie Randall, Finance Director
VI GROUP PLC
-End-