

[Federal Register: November 25, 2005 (Volume 70, Number 226)]
[Notices]               
[Page 71178-71179]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr25no05-114]                         

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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-14091]

 
Issuer Delisting; Notice of Application of Sherwood Brands, Inc. 
To Withdraw Its Common Stock, $.01 Par Value, From Listing and 
Registration on the American Stock Exchange LLC

November 18, 2005.
    On June 20, 2005, Sherwood Brands, Inc., a North Carolina 
corporation (``Issuer''), filed an application with the Securities and 
Exchange Commission (``Commission''), pursuant to Section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its common stock, $.01 par value 
(``Security''), from listing and registration on the American Stock 
Exchange LLC (``Amex'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    The Board of Directors (``Board'') of the Issuer unanimously 
approved resolutions on March 2, 2005, to withdraw the Security from 
listing and registration on Amex. The Issuer stated the Board 
considered several factors relevant to its decision to withdraw the 
Security from Amex, including, but not limited to the following: (i) 
The limited number of holders of the Security; (ii) the Security is 
very thinly traded; (iii) the nature and extent of trading in the 
Security; (iv) the lack of analyst coverage and minimal liquidity of 
the Security; and (v) the costs, both direct and indirect, associated 
with the preparation and filing of the Issuer's periodic reports with 
the Commission and Amex. The Board noted that the Issuer had 
anticipated its legal, accounting, and insurance costs would increase 
substantially as a result of recently enacted legislation affecting all 
public companies (e.g., Sarbanes-Oxley Act of 2002). The Board believed 
that in addition to the significant time and cost savings which would 
result from deregistration, withdrawing the Security from listing and 
registration on Amex would allow management to focus its attention and 
resources on implementing the Issuer's business plan and exploring 
financing and strategic alternatives for the business.
    The Issuer stated that it has met the requirements of Amex's rules 
governing an issuer's voluntary withdrawal of a security from listing 
and registration by complying with all the applicable laws in effect in 
the state of North Carolina, in which it is incorporated, and by 
providing Amex with the required documents for withdrawal from Amex.
    The Issuer's application relates solely to the withdrawal of the 
Security from listing on Amex and from registration under Section 12(b) 
of the Act,\3\ and shall not affect its obligation to be registered 
under Section 12(g) of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
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    Any interested person may, on or before December 14, 2005, comment 
on the facts bearing upon whether the application has been made in 
accordance with the rules of Amex, and what terms, if any, should be 
imposed by the Commission for the protection of investors. All comment 
letters may be

[[Page 71179]]

submitted by either of the following methods:

Electronic Comments

     Use the Commission's Internet comment form(http://www.sec.gov/rules/delist.shtml.
); or     Send an e-mail to rule-comments@sec.gov. Please include 

the File Number 1-14091 or;

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-9303.

All submissions should refer to File Number 1-14091. This file number 
should be included on the subject line if e-mail is used. To help us 
process and review your comments more efficiently, please use only one 
method. The Commission will post all comments on the Commission's 
Internet Web site (http://www.sec.gov/rules/delist.shtml). Comments are 

also available for public inspection and copying in the Commission's 
Public Reference Room. All comments received will be posted without 
change; we do not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jonathan G. Katz,
Secretary.
 [FR Doc. E5-6513 Filed 11-23-05; 8:45 am]

BILLING CODE 8010-01-P
