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U.S. Securities and Exchange Commission


Issuer Delisting; Order Granting the Application of DynTek, Inc. to Withdraw its Common Stock, $.0001 par value, and Series A Convertible Preferred Stock and Warrants, from Listing and Registration on the Boston Stock Exchange, Inc. File No. 1-11568

April 6, 2005

On February 23, 2005, DynTek, Inc. a Delaware 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, $.0001 par value, and series A convertible preferred stock and warrants (collectively "Securities"), from listing and registration on the Boston Stock Exchange, Inc. ("BSE"). Notice of such application requesting comments was published in the Federal Register on March 15, 2005.3 No comments were received. As discussed below, the Commission is granting the application.

On February 3, 2005, the Board of Directors ("Board") of the Issuer approved resolutions to withdraw the Securities from listing and registration on BSE. The Board stated that the following reasons factored into its decision. In connection with the Issuer's voluntary withdrawal of Securities from inclusion for trading on Nasdaq SmallCap Market ("Nasdaq") on December 15, 2004, the Board determined that such withdrawal was in the best interests of the Issuer and its stockholders, and the Issuer's current principal market maker has acted to continue to make a market in the Securities on the OTC Bulletin Board. The Issuer believes that its stockholders would be better served by channeling its resources into efforts that will accelerate the profitable growth of the Issuer, and that the ongoing costs, distractions, and uncertainties of the process to maintain a Nasdaq listing for the Issuer at that time was warranted. After the Issuer's voluntary withdrawal from listing on Nasdaq, the Issuer received a letter dated December 20, 2004 from BSE requesting additional information regarding the Issuer's decision to voluntary withdraw from Nasdaq, as well as other information pertaining to the listing of the Securities on BSE. After corresponding with BSE, the Board determined that it is in the best interest of the Issuer and its stockholders to voluntarily withdraw the listing of its Securities from BSE and requested that the Issuer's current market makers continue to make markets in the Securities on the OTC Bulletin Board.

The Issuer stated in its application that it has complied with BSE rules governing the withdrawal of a security from BSE by complying with all applicable laws in effect in the State of Delaware, the state in which the Issuer is incorporated, and by complying with BSE procedures for delisting by filing the required documents governing the withdrawal of a security from listing and registration on BSE. The Issuer's application relates solely to withdrawal of the Securities from listing on BSE and from registration under Section 12(b) of the Act,4 and shall not affect its obligation to be registered under Section 12(g) of the Act.5

The Commission, having considered the facts stated in the application and having due regard for the public interest and protection of investors, orders that the application be, and it hereby is, granted, effective at the opening of business on April 7, 2005.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.6

Jonathan G. Katz



Modified: 04/08/2005