8156 Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

4Changes are marked to the rule text that appears 

in the electronic manual of Nasdaq found at 

http://nasdaqomx.cchwallstreet.com. 

Commission, and recording secretaries 

will attend the Closed Meeting. Certain 

staff members who have an interest in 

the matters also may be present. 

The General Counsel of the 

Commission, or his designee, has 

certified that, in his opinion, one or 

more of the exemptions set forth in 5 

U.S.C. 552b(c)(3), (5), (7), 9(B) and (10) 

and 17 CFR 200.402(a)(3), (5), (7), 9(ii) 

and (10), permit consideration of the 

scheduled matters at the Closed 

Meeting. 

Commissioner Casey, as duty officer, 

voted to consider the items listed for the 

Closed Meeting in a closed session, and 

determined that no earlier notice thereof 

was possible. 

The subject matter of the Closed 

Meeting scheduled for Thursday, 

February 25, 2010 will be: 

Institution and settlement of injunctive 

actions; Institution and settlement of 

administrative proceedings; and other 

matters relating to enforcement 

proceedings. 

At times, changes in Commission 

priorities require alterations in the 

scheduling of meeting items. 

For further information and to 

ascertain what, if any, matters have been 

added, deleted or postponed, please 

contact: 

The Office of the Secretary at (202) 

551–5400. 

Dated: February 18, 2010. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–3685 Filed 2–19–10; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[File No. 500–1] 

Electronic Game Card, Inc.; Order of 

Suspension of Trading 

February 19, 2010. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Electronic 

Game Card, Inc. (‘‘EGMI’’) because of 

questions regarding the accuracy of 

assertions by EGMI, and by others, in 

financial disclosures to investors 

concerning, among other things, the 

company’s assets. 

The Commission is of the opinion that 

the public interest and the protection of 

investors require a suspension of trading 

in the securities of the above-listed 

company. 

Therefore, it is ordered, pursuant to 

Section 12(k) of the Securities Exchange 

Act of 1934, that trading in the 

securities of the above-listed company is 

suspended for the period from 9:30 a.m. 

EST, on February 19, 2010, through 

11:59 p.m. EST, on March 4, 2010. 

By the Commission. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. 2010–3643 Filed 2–19–10; 4:15 pm] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61521; File No. SR– 

NASDAQ–2010–008] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Modify the 

Prior Notification Requirements When 

Companies Release Material 

Information Outside of Nasdaq Market 

Hours 

February 16, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on January 

15, 2010, The NASDAQ Stock Market 

LLC (‘‘Nasdaq’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I and II below, which Items have 

been prepared by Nasdaq. Nasdaq has 

designated the proposed rule change as 

effecting a change described under Rule 

19b–4(f)(6) under the Act,3 which 

renders the proposal effective upon 

filing with the Commission. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

change from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

Nasdaq proposes to modify the 

requirement for companies to provide 

prior notification to Nasdaq when 

releasing material information outside 

of Nasdaq market hours. 

The text of the proposed rule change 

is below. Proposed new language is in 

italics; proposed deletions are in 

brackets.4

* * * * * 

5250. Obligations for Companies Listed on 

the Nasdaq Stock Market 

(a) No change. 

(b) Obligation to Make Public Disclosure. 

(1) Except in unusual circumstances, a 

Nasdaq-listed Company shall make prompt 

disclosure to the public through any 

Regulation FD compliant method (or 

combination of methods) of disclosure of any 

material information that would reasonably 

be expected to affect the value of its 

securities or influence investors’ decisions. 

The Company shall, prior to the release of the 

information, provide notice of such 

disclosure to Nasdaq’s MarketWatch 

Department at least ten minutes prior to 

public announcement if the information 

involves any of the events set forth in IM– 

5250–1 and the public release of the material 

information is made during Nasdaq market 

hours. If the public release of the material 

information is made outside of Nasdaq 

market hours, Nasdaq Companies must 

notify MarketWatch of the material 

information prior to 6:50 a.m. ET. As 

described in IM–5250–1, prior notice to the 

MarketWatch Department must be made 

through the electronic disclosure submission 

system available at http://www.nasdaq.net, 

except in emergency situations. 

(2)–(3) No change. 

(c)–(f) No change. 

IM–5250–1. Disclosure of Material 

Information 

Rule 5250(b)(1) requires that, except in 

unusual circumstances, Nasdaq Companies 

disclose promptly to the public through any 

Regulation FD compliant method (or 

combination of methods) of disclosure any 

material information that would reasonably 

be expected to affect the value of their 

securities or influence investors’ decisions. 

Nasdaq Companies must notify Nasdaq at 

least ten minutes prior to the release to the 

public of material information that involves 

any of the events set forth below when the 

public release of the information is made 

during Nasdaq market hours (7 a.m. to 8 p.m. 

ET). If the public release of the material 

information is made outside of Nasdaq 

market hours, Nasdaq Companies must 

notify MarketWatch of the material 

information prior to 6:50 a.m. ET. Under 

unusual circumstances Companies may not 

be required to make public disclosure of 

material events; for example, where it is 

possible to maintain confidentiality of those 

events and immediate public disclosure 

would prejudice the ability of the Company 

to pursue its legitimate corporate objectives. 

However, Nasdaq Companies remain 

obligated to disclose this information to 

Nasdaq upon request pursuant to Rule 

5250(a). 

Paragraph 2. No change. 

Notification to Nasdaq MarketWatch 

Department 

Nasdaq Companies must notify Nasdaq’s 

MarketWatch Department prior to the 

distribution of certain material news at least 

ten minutes prior to public announcement of 

the news when the public release of the 

information is made during Nasdaq market 

hours (7 a.m. to 8 p.m. ET). If the public 

release of the material information is made 

outside of Nasdaq market hours, Nasdaq 

Companies must notify MarketWatch of the 

mstockstill on DSKH9S0YB1PROD with NOTICES

Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 8157 

5See Rule 4120 for the Exchange’s procedures 

with respect to trading halts pending dissemination 

of material news. 

6For example, Nasdaq has been informed that 

pursuant to the Netherlands Act on the Supervision 

of the Securities Trade and the Netherlands 

Autoriteit Financie ̈le Markten, when a company 

intentionally discloses material non-public 

information to a third party as part of the normal 

course of business, including to regulators or an 

exchange upon which the company’s shares are 

listed, the Company must simultaneously disclose 

the information publicly. 

7 15 U.S.C. 78f. 

8 15 U.S.C. 78f(b)(5). 

material information prior to 6:50 a.m. ET. 

Except in emergency situations, this 

notification must be made through Nasdaq’s 

electronic disclosure submission system 

available at http://www.nasdaq.net. In 

emergency situations, Companies may 

instead provide notification by telephone or 

facsimile. Examples of an emergency 

situation include: lack of computer or 

Internet access; technical problems on either 

the Company or Nasdaq system or an 

incompatibility between those systems; and a 

material development such that no draft 

disclosure document exists, but immediate 

notification to MarketWatch is important 

based on the material event. 

If a Nasdaq Company repeatedly fails to 

either notify Nasdaq at least ten minutes 

prior to the distribution of material news 

during market hours or prior to 6:50 a.m. ET 

for material news distributed outside of 

market hours, or repeatedly fails to use the 

electronic disclosure submission system 

when Nasdaq finds no emergency situation 

existed, Nasdaq may issue a Public 

Reprimand Letter (as defined in Rule 5805(j)) 

or, in extreme cases, a Staff Delisting 

Determination (as defined in Rule 5805(h)). 

In determining whether to issue a Public 

Reprimand Letter, Nasdaq will consider 

whether the Company has demonstrated a 

pattern of failures, whether the Company has 

been contacted concerning previous 

violations, and whether the Company has 

taken steps to assure that future violations 

will not occur. 

Trading Halts 

Paragraphs 1–3. No change. 

Companies are required to notify the 

MarketWatch Department of the release of 

material information included in the 

following list of events at least ten minutes 

prior to the release of such information to the 

public when the public release of the 

information is made during Nasdaq market 

hours (7 a.m. to 8 p.m. ET). If the public 

release of the material information is made 

outside of Nasdaq market hours, Nasdaq 

Companies must notify MarketWatch of the 

material information prior to 6:50 a.m. ET. It 

should also be noted that every development 

that might be reported to Nasdaq in these 

areas would not necessarily be deemed to 

warrant a trading halt. In addition to the 

following list of events, Nasdaq encourages 

Companies to avail themselves of the 

opportunity for advance notification to the 

MarketWatch Department in situations where 

they believe, based upon their knowledge of 

the significance of the information, that a 

temporary trading halt may be necessary or 

appropriate. 

(a)–(h) No change. 

Use of Regulation FD Compliant Methods in 

the Disclosure of Material Information 

Regardless of the method of disclosure that 

a Company chooses to use, Companies are 

required to notify the MarketWatch 

Department of the release of material 

information that involves any of the events 

set forth above at least ten minutes prior to 

its release to the public when the public 

release of the information is made during 

Nasdaq market hours (7 a.m. to 8 p.m. ET). 

If the public release of the material 

information is made outside of Nasdaq 

market hours, Nasdaq Companies must 

notify MarketWatch of the material 

information prior to 6:50 a.m. ET. When a 

Company chooses to utilize a Regulation FD 

compliant method for disclosure other than 

a press release or Form 8–K, the Company 

will be required to provide prior notice to the 

MarketWatch Department of: 1) the press 

release announcing the logistics of the future 

disclosure event; and 2) a descriptive 

summary of the material information to be 

announced during the disclosure event if the 

press release does not contain such a 

summary. 

Paragraph 2. No change. 

* * * * * 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, 

Nasdaq included statements concerning 

the purpose of and basis for the 

proposed rule change and discussed any 

comments it received on the proposed 

rule change. The text of these statements 

may be examined at the places specified 

in Item IV below. Nasdaq has prepared 

summaries, set forth in Sections A, B, 

and C below, of the most significant 

aspects of such statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Pursuant to Rule 5250(b)(1) and IM– 

5250–1, a Nasdaq-listed company is 

required, except in unusual 

circumstances, to make prompt 

disclosure to the public through any 

Regulation FD compliant method (or 

combination of methods) of disclosure 

of any material information that would 

reasonably be expected to affect the 

value of its securities or influence 

investors’ decisions. These rules also 

require the company to provide notice 

of such disclosure to Nasdaq’s 

MarketWatch Department at least ten 

minutes prior to public announcement 

if the information involves any of the 

events set forth in IM–5250–1. Among 

other things, this prior notice allows the 

MarketWatch Department to assess 

whether it is appropriate to implement 

a trading halt to allow full 

dissemination of the news by the public 

and to maintain an orderly trading 

market.5 Rule 5250(b)(1) and IM–5250– 

1 do not currently distinguish the prior 

notification requirement when public 

release of the information is made 

during or outside of Nasdaq market 

hours. 

Nasdaq proposes to amend Rule 

5250(b)(1) and IM–5250–1 to 

distinguish notifications made outside 

of market hours, when Nasdaq would 

not need to implement a trading halt. As 

revised, when the material information 

is made public outside of Nasdaq 

market hours, Nasdaq companies would 

be required to provide notification of 

the information to MarketWatch by 6:50 

a.m. ET, which is ten minutes prior to 

the start of Nasdaq market hours. No 

change would be made for disclosures 

made during Nasdaq market hours (7 

a.m. to 8 p.m. ET), when Nasdaq 

companies must provide notification to 

MarketWatch at least ten minutes prior 

to the public release of the information. 

Nasdaq believes the proposed change 

is appropriate as there is no regulatory 

benefit to receiving the pre-notifications 

outside of market hours. In addition, 

Nasdaq believes that the proposed 

change would limit a potential conflict 

between the existing rule and the 

requirements in certain foreign 

jurisdictions, which may prohibit 

providing Nasdaq with advance notice 

of material disclosures.6 The revised 

requirement would permit such 

disclosures outside of market hours 

without pre-notification to Nasdaq. 

Nonetheless, while advance notice is 

not required, Nasdaq believes it is 

important for listed companies to 

continue to provide notification to the 

Exchange of material information, even 

when the public release of the 

announcement is made outside of 

Nasdaq market hours, so that Nasdaq 

can evaluate any potential impact of the 

news on the company’s listing. 

2. Statutory Basis 

Nasdaq believes the proposed rule 

change is consistent with the provisions 

of Section 6 of the Act,7 in general and 

with Section 6(b)(5) of the Act,8 in 

particular. The proposed change would 

continue to facilitate Nasdaq’s ability to 

conduct timely reviews of company 

disclosures, thereby facilitating the 

operation of a free and open market, and 

protecting investors and the public 

mstockstill on DSKH9S0YB1PROD with NOTICES

8158 Federal Register / Vol. 75, No. 35 / Tuesday, February 23, 2010 / Notices 

9 15 U.S.C. 78s(b)(3)(A). 

10 17 CFR 240.19b–4(f)(6). Pursuant to Rule 19b– 

4(f)(6)(iii) under the Act, the Exchange is required 

to give the Commission written notice of its intent 

to file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 11 17 CFR 240.19b–4(f)(6). 12 17 CFR 240.19b–4(f)(6)(iii). 13See Section 202.06 of the NYSE Listed 

Company Manual, which requires pre-notification 

to the NYSE for disclosures ‘‘made shortly before 

the opening or during market hours (presently 9:30 

a.m. to 5 p.m., New York time).’’ 

14For purposes only of waiving the 30-day 

operative delay, the Commission has considered the 

proposed rule’s impact on efficiency, competition, 

and capital formation. 15 U.S.C. 78c(f). 

15 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

interest, while eliminating an 

unnecessary procedural requirement. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq does not believe that the 

proposed rule change will result in any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act, as amended. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants, or Others 

Written comments were neither 

solicited nor received. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the proposed rule change: (i) 

Does not significantly affect the 

protection of investors or the public 

interest; (ii) does not impose any 

significant burden on competition; and 

(iii) does not become operative for 30 

days after the date of the filing, or such 

shorter time as the Commission may 

designate if consistent with the 

protection of investors and the public 

interest, the proposed rule change has 

become effective pursuant to Section 

19(b)(3)(A) of the Act 9 and Rule 19b– 

4(f)(6) thereunder.10

A proposed rule change filed 

pursuant to Rule 19b–4(f)(6) under the 

Act 11 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 12

permits the Commission to designate a 

shorter time if such action is consistent 

with the protection of investors and the 

public interest. The Exchange has 

requested that the Commission waive 

the 30-day operative delay. 

The Commission believes that 

waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest. In 

making this determination, the 

Commission notes that Nasdaq’s 

proposed rule change is similar to and 

consistent with the NYSE’s rule 

regarding pre-notification to the 

Exchange for release of material 

information,13 and the Commission 

believes that the Nasdaq’s proposed rule 

change raises no new regulatory issues. 

The Commission also believes that 

providing pre-notification to Nasdaq 

outside of market hours, except ten 

minutes prior to opening, provides no 

regulatory benefit, since such 

notifications would not be reviewed by 

Nasdaq staff overnight or until such 

time that Nasdaq staff was on duty, 

which is likely only shortly prior to the 

beginning of market hours. In addition, 

given that one of the primary purposes 

of this notice is to allow MarketWatch 

staff to assess whether it is appropriate 

to implement a trading halt, such 

notification would only be necessary 

shortly before the opening, as the rule 

contemplates, to allow Nasdaq staff to 

make this determination. For these 

reasons, the Commission designates that 

the proposed rule change become 

operative immediately upon filing.14

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

the rule change if it appears to the 

Commission that such action is 

necessary or appropriate in the public 

interest, for the protection of investors, 

or otherwise in furtherance of the 

purposes of the Act. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change is consistent with the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/sro.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number SR–NASDAQ–2010–008 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2010–008. This 

file number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/sro.shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

change that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule change between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for Web site viewing and 

printing in the Commission’s Public 

Reference Room, on official business 

days between the hours of 10 a.m. and 

3 p.m. Copies of the filing also will be 

available for inspection and copying at 

the principal office of the Exchange. All 

comments received will be posted 

without change; the Commission does 

not edit personal identifying 

information from submissions. You 

should submit only information that 

you wish to make available publicly. All 

submissions should refer to File 

Number SR–NASDAQ–2010–008 and 

should be submitted on or before March 

16, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–3394 Filed 2–22–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–61522; File No. SR–ISE– 

2010–12] 

Self-Regulatory Organizations; 

International Securities Exchange, 

LLC; Notice of Filing and Immediate 

Effectiveness of Proposed Rule 

Change To Modify Trading Hours for 

Foreign Currency Options 

February 16, 2010. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (the 

‘‘Act’’),1 and Rule 19b–4 thereunder,2

notice is hereby given that on February 

2, 2010, the International Securities 

Exchange, LLC (the ‘‘Exchange’’ or the 

‘‘ISE’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change, as described 

in Items I, II, and III below, which items 

mstockstill on DSKH9S0YB1PROD with NOTICES