Federal Register / Vol. 72, No. 84 / Wednesday, May 2, 2007 / Notices 24349 

10 15 U.S.C. 78s(b)(2). 

11 See id. 

12 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 Nasdaq notes, for example, that of 

approximately 4,200 material news notifications 

submitted to MarketWatch in January 2007, over 

70% were submitted by fax. 

4 According to Nasdaq, although the system was 

previously on a portion of the Nasdaq Online issuer 

Web site that offered limited access, it now resides 

on an area of Nasdaq Online that can be more easily 

and directly accessed by companies and their 

representatives. 

$50 to $10 a month. The Commission 

notes that the NQDS feature provides a 

mechanism to allow access to market 

data that is relevant to investors when 

they make financial decisions and that 

it does not unfairly discriminate 

between customers, issuers, brokers or 

dealers. 

Accordingly, the Commission finds 

good cause for approving this proposed 

rule change before the 30th day after the 

date of publication of notice of filing 

thereof in the Federal Register pursuant 

to Section 19(b)(2) of the Act.10

V. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,11 that the 

proposed rule change (SR–NASDAQ– 

2007–030), be, and it hereby is, 

approved on an accelerated basis, as a 

pilot, scheduled to expire on December 

31, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.12

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–8310 Filed 5–1–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55672; File No. SR– 

NASDAQ–2007–029] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Notice of 

Filing of Proposed Rule Change and 

Amendment No. 1 Thereto To Require 

That Companies Submit Material News 

to Nasdaq Using Nasdaq’s Electronic 

Disclosure System, Except in 

Emergency Situations 

April 26, 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 March 27, 

2007, the NASDAQ Stock Market LLC 

(‘‘Nasdaq’’) filed with the Securities and 

Exchange Commission (‘‘Commission’’) 

the proposed rule change as described 

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

have been prepared substantially by 

Nasdaq. Nasdaq filed Amendment No. 1 

to the proposed rule change on April 25, 

2007. 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 

Nasdaq proposes to amend Nasdaq 

Rule 4120, ‘‘Trading Halts,’’ and IM– 

4120–1, ‘‘Disclosure of Material 

Information,’’ to require Nasdaq-listed 

companies to submit material news to 

Nasdaq using Nasdaq’s electronic 

disclosure submission system, except in 

emergency situations. To allow Nasdaq 

sufficient time to communicate with 

listed companies about the new 

requirement, Nasdaq will not 

implement the proposed rule change 

until approximately 90 days after the 

proposal is approved. Nasdaq’s 

communication with companies 

regarding this proposed change will 

provide notice of the implementation 

date. The text of the proposed rule 

change is available at Nasdaq, in the 

Commission’s Public Reference Room, 

and at http://www.nasdaq.com. 

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 Nasdaq Rules 4310(c)(16) 

and 4320(e)(14), 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 that the company provide prior 

notice of certain disclosures to Nasdaq’s 

MarketWatch Department 

(‘‘MarketWatch’’). 

Current methods to provide prior 

notification to MarketWatch include 

electronic submission using Nasdaq’s 

Electronic Disclosure submission 

service, fax, and phone. While the 

Electronic Disclosure submission 

service was introduced to companies in 

2004, the majority of companies still 

rely primarily on fax submission to 

MarketWatch.3 The material 

information from fax-delivered 

documents and telephonic notifications 

must be manually retyped into 

MarketWatch’s database systems. 

Nasdaq notes that this uses staff time 

with no added regulatory benefit, 

introduces error risk, and results in a 

less robust audit trail. To reduce this 

administrative burden, Nasdaq has 

recently taken steps to make the 

Electronic Disclosure submission 

system more accessible to listed 

companies 4 and is now proposing to 

require that companies submit material 

news to Nasdaq using the Electronic 

Disclosure submission system, except in 

emergency situations. 

Using the Electronic Disclosure 

submission system, company employees 

and representatives can transmit 

disclosures to Nasdaq using a secure, 

encrypted connection. Upon receipt, 

Nasdaq reviews these disclosures to 

determine if a trading halt is 

appropriate. If Nasdaq believes that a 

halt may be appropriate, Nasdaq will 

confirm all disclosures with a company 

source before taking any action. Nasdaq 

does not disseminate any information 

received over the Electronic Disclosure 

submission system. 

Companies would still be required to 

notify Nasdaq before disseminating 

material news, even if an emergency 

situation prevented them from accessing 

the Electronic Disclosure submission 

system. Nasdaq would accept 

notification by phone or fax in these 

situations. Examples of the types of 

situations where Nasdaq believes this 

could occur include: Lack of computer 

or internet access; a technical problem 

on either the issuer 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 

event. 

Nasdaq believes that companies 

should be familiar with electronic 

submission of documents, given that 

most reports to the Commission must be 

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24350 Federal Register / Vol. 72, No. 84 / Wednesday, May 2, 2007 / Notices 

5 See Amendment No. 1. 

6 15 U.S.C. 78f(b). 

7 15 U.S.C. 78f(b)(5). 

8 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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

4 17 CFR 240.19b–4(f)(1). 

submitted electronically over the 

Commission’s EDGAR system. 

Furthermore, the Electronic Disclosure 

submission system has been designed to 

be simple to operate. As such, Nasdaq 

does not believe that the required use of 

the Electronic Disclosure submission 

system will be a burden on companies. 

If a company repeatedly fails to either 

notify Nasdaq prior to the distribution 

of material news, or to use the electronic 

disclosure submission system when 

Nasdaq finds no emergency situation 

existed, Nasdaq may issue a Staff 

Determination, pursuant to the Nasdaq 

Rule 4800 Series,5 that is a public 

reprimand letter or, in extreme 

situations, a Staff Determination to 

delist the company’s securities. In 

determining whether to issue a public 

reprimand letter, Nasdaq will consider 

whether the issuer has demonstrated a 

pattern of failures, whether the issuer 

has been contacted concerning previous 

violations, and whether the issuer has 

taken steps to assure that future 

violations will not occur. 

2. Statutory Basis 

Nasdaq believes that the proposed 

rule change is consistent with Section 

6(b) of the Act,6 in general, and furthers 

the objectives of Section 6(b)(5) of the 

Act,7 in particular. Nasdaq believes that 

the proposed rule change would 

enhance its ability to timely review 

issuer disclosures, thereby facilitating 

the operation of a free and open market 

and protecting investors and the public 

interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Nasdaq does not believe that the 

proposed rule change will impose any 

burden on competition that is not 

necessary or appropriate in furtherance 

of the purposes of the Act. 

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 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period (i) 

as the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which Nasdaq consents, the 

Commission will: 

(A) By order approve such proposed 

rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

change, as amended, is consistent with 

the Act. Comments may be submitted by 

any of the following methods: 

Electronic Comments 

<bullet≤ Use the Commission’s 

Internet comment form http:// 

www.sec.gov/rules/sro.shtml; or 

<bullet≤ Send an e-mail to rulecomments@sec.gov. Please include File 

No. SR–NASDAQ–2007–029 on the 

subject line. 

Paper Comments 

<bullet≤ 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 No. 

SR–NASDAQ–2007–029. 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 at 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 the filing also will be 

available for inspection and copying at 

the principal office of 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 No. 

SR–NASDAQ–2007–029 and should be 

submitted on or before May 23, 2007. 

For the Commission, by the Division of 

Market Regulation, pursuant to delegated 

authority.8

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E7–8313 Filed 5–1–07; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–55670; File No. SR–NYSE– 

2007–41) 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing and Immediate Effectiveness of 

Proposed Rule Change To Eliminate 

the Securities Manager Examination 

(‘‘Series 12’’) 

April 25, 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 19, 2007, the 

New York Stock Exchange LLC 

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

Securities and Exchange Commission 

(‘‘Commission’’) the proposed rule 

change as described in Items I, II, and 

III below, which Items have been 

substantially prepared by the Exchange. 

The Exchange has designated the 

proposed rule change as constituting a 

stated policy, practice, or interpretation 

with respect to the meaning, 

administration, or enforcement of an 

existing rule pursuant to Section 

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

4(f)(1) thereunder,4 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 

The Exchange is filing this proposal to 

eliminate the Securities Manager 

qualification examination (‘‘Series 12’’). 

II. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

In its filing with the Commission, the 

Exchange included statements 

concerning the purpose of and basis for 

the proposed rule change and discussed 

any comments it received on the 

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