-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AheoPquvHpifkKehc3UbqLkPfQX+Ki5Ldl73lt8tITdXivjg/AIOmEPqs9jrj9th 4N+FBNH791OiLEtqOOooog== 0001193125-06-036700.txt : 20060222 0001193125-06-036700.hdr.sgml : 20060222 20060222160927 ACCESSION NUMBER: 0001193125-06-036700 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060215 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Material Modifications to Rights of Security Holders FILED AS OF DATE: 20060222 DATE AS OF CHANGE: 20060222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NASDAQ STOCK MARKET INC CENTRAL INDEX KEY: 0001120193 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 521165937 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32651 FILM NUMBER: 06636370 BUSINESS ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2128584750 MAIL ADDRESS: STREET 1: ONE LIBERTY PLAZA CITY: NEW YORK STATE: NY ZIP: 10006 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2006 (February 15, 2006)

 


THE NASDAQ STOCK MARKET, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware   000-32651   52-1165937

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

One Liberty Plaza, New York, New York 10006

(Address of principal executive offices) (Zip code)

Registrant’s telephone number, including area code: (212) 401-8700

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 1.02. Termination of a Material Definitive Agreement.

On February 15, 2006, we redeemed all outstanding shares of our Series C Cumulative Preferred Stock. We were required to redeem the Series C after the closing of our common stock offering, which took place on the same date. At the time of redemption, the Series C accrued dividends at an annual rate of 3.0%, which would have increased to 10.6% after July 1, 2006. The total redemption price was $104.7 million, which also reflected accrued but unpaid dividends and a make-whole premium. We paid this entire amount to NASD, Inc., which was the sole holder of the Series C. As a result of the redemption, we are no longer bound by covenants contained in the Exchange Agreement between us and the NASD dated November 29, 2004 (which was disclosed in our Current Report on Form 8-K dated December 1, 2004). These covenants generally required us to obtain NASD’s consent before we could incur certain debt obligations or make certain asset transfers. NASD remains our controlling shareholder.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Information contained in the response to Item 1.02 above is fully incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

Information contained in the response to Item 1.02 above is fully incorporated herein by reference.

Page 2 of 3 pages.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 22, 2006   THE NASDAQ STOCK MARKET, INC.
  By:  

/s/ Edward S. Knight

   

Edward S. Knight

Executive Vice President and General Counsel

Page 3 of 3 pages.

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