SEC Issues Order Approving the Exchange Act Registration of Securities To Be Traded on the Nasdaq Stock Market LLC
FOR IMMEDIATE RELEASE
Washington, D.C., July 31, 2006 - The Securities and Exchange Commission today issued two orders affecting companies listed on the Nasdaq Global Market and the Nasdaq Capital Market to facilitate Nasdaq's transition from a national securities association to a national securities exchange. The first order grants a request made by Nasdaq and the NASDAQ Stock Market LLC on behalf of Nasdaq's listed companies for registration of the companies' securities under Section 12(b) of the Securities Exchange Act of 1934. The Commission approved Nasdaq's application for registration as an exchange on Jan. 13, 2006. Exchange Act Section 12(a) prohibits brokers and dealers from effecting transactions in any security on a national securities exchange unless the security is registered under Section 12(b). To register securities under Section 12(b), issuers must file a registration statement with the Commission and the exchange must certify that the securities are approved for listing and registration.
Recognizing the unique circumstances of Nasdaq's transition to an exchange structure, and in view of the fact that the type of information elicited by registration under Section 12(b) already has been required to be publicly disclosed by the vast majority of the approximately 3,300 companies listed on Nasdaq that previously have registered their securities under Section 12(g) of the Exchange Act, the Commission permitted the request by Nasdaq and the NASDAQ Stock Market LLC to serve as the single application for Exchange Act registration on behalf of all of these listed companies. This action avoided the cost and administrative burden that otherwise would have resulted from the filing of individual Exchange Act registration statements. The application also served as certification of securities by the NASDAQ Stock Market.
The Section 12(b) registration of the securities identified in the application is effective as of July 31, 2006. The NASDAQ Stock Market is expected to commence operations on Aug. 1, 2006.
In addition, the Commission is issuing an order that exempts NASDAQ Stock Market members, brokers and dealers from the requirements of Section 12(a) with respect to certain securities that are not registered under Section 12(b). Prior to the transition, Nasdaq listed four insurance companies and nine foreign private issuers that qualified for an exemption from the Section 12(g) registration requirements for their securities. According to Nasdaq, immediate registration under Section 12(b) could force these issuers to withdraw from Nasdaq and thereby potentially deprive investors of depth and liquidity in the market for these securities. The Commission order allows a member, broker or dealer to effect transactions in these unregistered securities without violating Section 12(a) until Aug. 1, 2009.
The application of Nasdaq and the NASDAQ Stock Market LLC for Section 12(b) registration on behalf of the issuers identified in the application, and Commission order approving the application, are available on the Commission's website at www.sec.gov/rules/other/2006/34-54240.pdf.
The application of Nasdaq and the NASDAQ Stock Market LLC for an exemption from Section 12(a) on behalf of the issuers identified in the application to allow the trading of certain unregistered securities, and the Commission's order granting the exemption, are available on the Commission's website at www.sec.gov/rules/exorders/2006/34-54241.pdf.