Max & Erma's addresses Nasdaq rule violations

Nation's Restaurant News, April 17, 2006

COLUMBUS, OHIO -- Max & Erma's Restaurants Inc. said it has been notified by Nasdaq that it twice violated the stock exchange's rules by failing to have at least three independent directors on its audit committee for two separate periods in March. In the first instance, Timothy Robinson failed to be reelected as a director at the company's annual shareholder meeting March 14, and Thomas Green resigned from the board, leaving only one outside director on the audit committee until replacements were named March 17.

In the second instance, a Nasdaq Staff Deficiency Letter was issued March 27, a day after Max & Erma's alerted the exchange that one of the three independents on the committee, Michael Murphy, had died. The position is still vacant. The 78-unit company said it has until its next annual meeting on March 27, 2007, to rectify the situation. Meanwhile, the audit committee will function with two independent directors.