Rubio's Restaurants, Inc. (NASDAQ:RUBO) today announced that it received a letter from the staff of the Nasdaq Stock Market indicating that it was not in compliance with Marketplace Rule 4350, which requires a company's audit committee to consist of at least three independent directors.
The Company's audit committee was reduced to two independent directors following the previously announced resignation of Mr. Jack W. Goodall from the Company's Board of Directors on December 12, 2008. Under Rule 4350, Nasdaq has provided the Company with a cure period in order to regain compliance. The Company has until the earlier of its next annual stockholder's meeting (or June 10, 2009, if the Company's next annual stockholder's meeting is held before June 10, 2009) or December 12, 2009 to regain compliance.
The Company's Board of Directors, effective December 30, 2008, appointed Mr. Timothy J. Ryan to the audit committee. Mr. Ryan has served as one of the Company's directors since April 1999. In making this appointment, the Company's Board determined that Mr. Ryan satisfied the independent director criteria required by Nasdaq and the Securities and Exchange Commission for purposes of serving on the audit committee. With the appointment of Mr. Ryan to the audit committee, the Company believes that it has regained compliance with Rule 4350, and it is in the process of providing the necessary information to Nasdaq to evidence its compliance with this rule.