Federal Register / Vol. 72, No. 78 / Tuesday April 24, 2007 / Notices 20395 

17 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b 4. 

3 In Amendment No. 1, Nasdaq made clarifying 

changes to the rule text in the NCM convertible debt 

listing standards. Nasdaq also made clarifying 

changes to the purpose section regarding 

convertible debt, rights and warrants, and nonCanadian foreign securities and American 

Depository Receipts. 

4See Securities Exchange Act Release No. 54378 

(August 28, 2006), 71 FR 52351 (September 5, 2006) 

(‘‘Notice’’). 

5 In Amendment No. 2, Nasdaq made minor 

clarifying changes to the purpose section to explain 

the application of the new NCM listing standards 

as they relate to the grace period for noncompliance with the bid requirement pursuant to 

Nasdaq Rules 4310(c)(8)(D), 4320(e)(2)(E)(ii), and 

4450(i). This is a technical amendment and is not 

subject to notice and comment. 

6 In Amendment No. 3, Nasdaq amended its 

initial and continuing listing standards for 

convertible debt to require that current last sale 

information be available in the United States for the 

underlying security into which a convertible debt 

issue is convertible. 

7For a full description of the proposed rule 

change, see Notice, supra note 4 and Amendments 

No. 2 and 3, supra notes 5 and 6. 

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

9 In approving this proposal, as amended, the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

10 15 U.S.C. 78f(b)(5). 

11 See letter from Arnold Golub, Associate 

General Counsel, Nasdaq, to Elizabeth K. King, 

Associate Director, Division (‘‘Division’’), 

Continued 

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–Amex–2007–04 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number SR–Amex–2007–04. 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 inspection and copying in 

the Commission’s Public Reference 

Section, 100 F Street, NE., Washington, 

DC 20549. The text of the proposed rule 

change is available at Amex, the 

Commission’s Public Reference Room, 

and http://www.amex.com/atamex/ 

ruleFilings/at_rulefilings.html. 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–Amex–2007–04 and should 

be submitted on or before May 15, 2007. 

For the Commission by the Division of 

Market Regulation, pursuant to delegated 

authority.17

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–7711 Filed 4–23–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55642; File No. SR–

NASDAQ–2006–032] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Amendment No. 3 and Order 

Granting Accelerated Approval of a 

Proposed Rule Change, as Modified by 

Amendments No. 1, 2, and 3 Thereto, 

To Revise The Nasdaq Capital Market 

Listing Requirements 

April 18, 2007. 

I. Introduction 

On August 23, 2006, The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’ or 

‘‘Exchange’’) filed with the Securities 

and Exchange Commission 

(‘‘Commission’’), pursuant to Section 

19(b)(1) of the Securities Exchange Act 

of 1934 (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

revise certain listing requirements 

applicable to the Nasdaq Capital Market 

(‘‘NCM’’). On August 28, 2006, Nasdaq 

filed Amendment No. 1 (‘‘Amendment 

No. 1’’) to the proposed rule change.3

The proposed rule change, as amended 

by Amendment No. 1, was published for 

comment in the Federal Register on 

September 5, 2006.4 The Commission 

received no comments on the proposal, 

as amended by Amendment No. 1. On 

December 4, 2006, Nasdaq filed 

Amendment No. 2 (‘‘Amendment No. 

2’’) to the proposed rule change.5 On 

February 15, 2007, Nasdaq filed 

Amendment No. 3 (‘‘Amendment No. 

3’’) to the proposed rule change.6 This 

order provides notice of Amendment 

No. 3 and approves the proposed rule 

change on an accelerated basis, as 

amended. 

II. Discussion 

Nasdaq proposes to increase the 

initial and continued listing 

requirements for companies seeking to 

list, or that are already listed, on the 

NCM, as set forth in Nasdaq Rule 4310 

(for domestic and Canadian securities) 

and Nasdaq Rule 4320 (for nonCanadian foreign securities and 

American Depositary Receipts).7

The Commission finds that these 

proposed changes are consistent with 

Section 6(b) of the Act,8 and the rules 

and regulations thereunder applicable to 

a national securities exchange.9 In 

particular, the Commission finds that 

these proposed rule changes are 

consistent with Section 6(b)(5) of the 

Act,10 which requires, among other 

things, that the Exchange’s rules be 

designed to promote just and equitable 

principles of trade, to remove 

impediments to and perfect the 

mechanism of a free and open market 

and a national market system, and, in 

general, to protect investors and the 

public interest. 

The development and enforcement of 

adequate standards governing the initial 

listing and maintenance of listing of 

securities is an activity of critical 

importance to financial markets and the 

investing public. Listing standards serve 

as a means for a marketplace to screen 

issuers and to provide listed status only 

to bona fide companies with sufficient 

float, investor base, and trading interest 

to maintain fair and orderly markets. 

Once an issuer has been approved for 

initial listing, the maintenance criteria 

allow a marketplace to monitor the 

status and trading characteristics of that 

issuer to ensure that it continues to meet 

standards for market depth and 

liquidity. 

The changes to the continued listing 

requirements will be effective 30 days 

after the proposed rule change is 

approved by the Commission. Nasdaq 

represents that as of February 9, 2006, 

it is not aware of any issuer currently 

listing on NCM that would fail to meet 

the new continued listing 

requirements.11 In the case of 


jlentini on PROD1PC65 with NOTICES
20396 Federal Register / Vol. 72, No. 78 / Tuesday April 24, 2007 / Notices 

Commission on February 12, 2007; see also letter 

from Arnold Golub, Associate General Counsel, 

Nasdaq, to Elizabeth K. King, Associate Director, 

Division, Commission on November 7, 2006. 

12 15 U.S.C. 78s(b)(2). 

13 15 U.S.C. 78s(b)(2). 

14 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Amendment No. 1 makes clarifications to the 

purpose section of the proposed rule change and 

typographical corrections to the rule text. 

4 15 U.S.C. 78s(b)(3)(A)(iii). 

5 17 CFR 240.19b–4(f)(6). 

companies applying for initial listing, 

the new requirements will be effective 

immediately upon Commission 

approval of this proposed rule change 

for companies that applied after August 

23, 2006, the date this proposed rule 

change was filed with the Commission. 

Companies that applied for listing prior 

to August 23, 2006 would be allowed to 

qualify under the prior standards, 

provided that they complete the listing 

process not later than 30 days after the 

proposed rule change is approved by the 

Commission. The Commission believes 

this implementation schedule is 

reasonable, and provided adequate 

notice to prospective applicants for 

listing. 

III. Solicitation of Comments 

Interested persons are invited to 

submit written data, views, and 

arguments concerning Amendment No. 

3, including whether Amendment No. 3 

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 

No. SR–NASDAQ–2006–032 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Nancy M. Morris, Secretary, 

Securities and Exchange Commission, 

Station Place, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NASDAQ–2006–032. 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 inspection and copying in 

the Commission’s Public Reference 

Room. Copies of such filing also will be 

available for inspection and copying at 

the principal office of the Nasdaq. 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–2006–032 and 

should be submitted on or before May 

15, 2007. 

IV. Accelerated Approval 

Pursuant to Section 19(b)(2) of the 

Act,12 the Commission finds good cause 

to approve the proposal, as amended, 

prior to the thirtieth day after the 

amended proposal is published for 

comment in the Federal Register. 

Amendment No. 3 requires that 

convertible debt securities listed on the 

NCM have current last sale information 

available in the United States for the 

underlying security into which a 

convertible debt issue is convertible. 

Accelerating approval of the proposal, 

as modified by Amendment No. 3, 

would avoid delay in strengthening the 

initial and continued listing standards 

of the NCM, thereby benefiting investors 

and the public. Accordingly, the 

Commission finds good cause to 

accelerate approval of the amended 

proposal prior to the thirtieth day after 

publication in the Federal Register. 

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,13 that the 

proposed rule change (SR–NASDAQ–

2006–032), as modified by Amendments 

No. 1, 2, and 3, is approved on an 

accelerated basis. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.14

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–7729 Filed 4–23–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55641; File No. SR–NYSE–

2007–39] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC, Inc.; Notice 

of Filing and Immediate Effectiveness 

of a Proposed Rule Change, as 

Modified by Amendment No. 1 Thereto, 

Relating to Rule 103B (Specialist Stock 

Allocation) 

April 17, 2007. 

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 April 13, 

2007, the New York Stock Exchange 

LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with 

the Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’) 

the proposed rule change as described 

in Items I and II below, which Items 

have been substantially prepared by the 

Exchange. On April 17, 2007, the NYSE 

submitted Amendment No. 1 to the 

proposed rule change.3 The Exchange 

has designated the proposed rule change 

as ‘‘non-controversial’’ under Section 

19(b)(3)(A)(iii) 4 of the Act and Rule 

19b–4(f)(6) thereunder,5 which renders 

the proposal effective upon filing with 

the Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change, 

as amended, from interested persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to amend 

Rule 103B (Specialist Stock Allocation) 

to permit a listing company transferring 

from NYSE Arca, Inc. (‘‘NYSE ArcaSM’’

or ‘‘NYSE Arca’’) to waive the allocation 

process set forth in Exchange Rule 103B 

when the listing company was assigned 

a Lead Market Maker firm (‘‘LMM 

firm’’), which is also a registered 

specialist firm on the NYSE, and selects 

as its specialist firm on the NYSE that 

same NYSE Arca LMM firm. The 

proposed rule further provides for 

additional input from the listing 

company in the selection of its 

specialist firm should it choose to refer 

the matter to the Allocation Committee. 

Below is the text of the proposed rule 

change. Proposed new language is in 

italics. 


jlentini on PROD1PC65 with NOTICES