Scoop Inc. Taken Off SmallCap List

From Dow Jones

Scoop Inc. said Thursday that it has been delisted from the Nasdaq SmallCap market, a move that could unravel its proposed acquisition of an Israeli company.

The Santa Ana Internet news service said the exchange denied its request for a temporary exemption from certain listing requirements, a move it sought to complete its purchase of Multimedia KID-Intelligence in Education.

Scoop said it may appeal the decision.

The company said that the Nasdaq decided that the acquisition will constitute a change in control, a change in business and a change in financial structure, and that Scoop therefore would be subject to initial inclusion requirements of the market.

The exchange also felt that Scoop failed to present a plan to achieve compliance with the listing criteria within a reasonable period of time.

Scoop's proposed private placement of preferred stock, which is part of the deal, has no conversion floor and the Nasdaq is concerned that it could dilute the holdings of existing shareholders.

Scoop announced in May that it had agreed to acquire Multimedia for 5.13 million common shares and 2,000 convertible preferred shares.

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