Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 16031 

11 15 U.S.C. 78s(b)(3)(A). 

12 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. 

13 17 CFR 240.19b–4(f)(6). 

14 17 CFR 240.19b–4(f)(6)(iii). 

15For 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). 

16 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3 17 CFR 240.19b–4(f)(6). 

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 11 and Rule 19b– 

4(f)(6) thereunder.12

A proposed rule change filed 

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

Act 13 normally does not become 

operative for 30 days after the date of its 

filing. However, Rule 19b–4(f)(6)(iii) 14

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 

because it would allow the exchange to 

keep in place, without interruption, the 

operation of the NYSE Arca Transfer 

Standard. 

The Commission expects that the 

Exchange will deny listing to any 

company seeking to list pursuant to the 

proposed rule change if the Exchange 

determines that the listing of any such 

company is not in the interests of the 

Exchange or the public interest. In 

accordance with the terms of the 

proposed rule, the Exchange will apply 

this standard only for the very narrow 

category of companies, listed on NYSE 

Arca as of October 1, 2008, that transfer 

to the Exchange on or before August 31, 

2009. Since NYSE Regulation’s 

Financial Compliance and Corporate 

Governance groups are responsible for 

ongoing compliance reviews of both 

NYSE and NYSE Arca companies, the 

Commission believes the Exchange 

should be sufficiently familiar with 

companies seeking to transfer to be able 

to determine if any such company is an 

appropriate transfer candidate. The 

Commission expects the NYSE to only 

list those NYSE Arca transfers which 

they believe, through their past 

expertise reviewing these companies, 

are suitable for trading on the NYSE and 

the maintenance of fair and orderly 

markets. For these reasons, the 

Commission designates that the 

proposed rule change become operative 

immediately upon filing.15

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 Exchange 

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–NYSE–2009–32 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–NYSE–2009–32. 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, 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–NYSE– 

2009–32 and should be submitted on or 

before April 29, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.16

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7870 Filed 4–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59685; File No. SR– 

NYSEAmex–2009–04] 

Self-Regulatory Organizations; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change by NYSE 

Amex LLC To Modify Its Annual Report 

Distribution Requirements 

April 1, 2009. 

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

Securities Exchange Act of 1934 (the 

‘‘Exchange Act’’),1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on March 23, 2009, NYSE Amex LLC 

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

with the Securities and Exchange 

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

the proposed rule change as described 

in Items I and II below, which Items 

have been prepared by the Exchange. 

The Exchange has designated this 

proposal eligible for immediate 

effectiveness pursuant to Rule 19b– 

4(f)(6) 3 under the Exchange Act. 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 proposes to amend the 

requirements of the Company Guide 

with respect to the distribution of 

annual reports. The text of the proposed 

rule change is available on the 

Exchange’s Web site (http:// 

www.nyse.com), at the Exchange’s 


rwilkins on PROD1PC63 with NOTICES
16032 Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 

4See Securities Exchange Act Release No. 56135 

(July 26, 2007), 72 FR 42221 (August 1, 2007). 

5See Section 401 of the Company Guide. 

6The Commission notes that while the Exchange 

will not have independent undertakings for 

companies complying with Rules 14a–3 and 14a– 

16, these Commission rules do contain their own 

requirements for making a hard copy available in 

addition to other requirements. 

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

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

Office of the Secretary and at the 

Commission’s Public Reference room. 

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 

self-regulatory organization 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. 

NYSE Amex 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 

Section 610(a) of the Company Guide 

provides that a listed company is 

required to publish and furnish to its 

shareholders (or to holders of any other 

listed security when its common stock 

is not listed on a national securities 

exchange) an annual report containing 

audited financial statements prepared in 

conformity with the requirements of the 

SEC. The Exchange interprets this rule 

as requiring companies to physically 

distribute their annual reports to 

shareholders. The Exchange proposes to 

amend this requirement in response to 

the SEC’s adoption of amendments to its 

proxy rules to permit the electronic 

delivery of financial statements.4

Section 610(a) is also amended to 

conform its requirements to those of 

Section 203.01 of the NYSE’s Listed 

Company Manual. 

Under Section 610(a) as amended, any 

company listed on the Exchange that is 

required to file with the SEC an annual 

report that includes audited financial 

statements (including on Forms 10–K, 

20–F, 40–F or N–CSR) will be required 

to simultaneously make such annual 

report available to shareholders of such 

securities on or through the company’s 

Web site. A company must also post to 

its Web site a prominent undertaking in 

the English language to provide all 

holders (including preferred 

stockholders and bondholders) the 

ability, upon request, to receive a hard 

copy of the company’s complete audited 

financial statements free of charge and 

simultaneously issue a press release 

stating that its annual report has been 

filed with the SEC. This press release 

must also specify the company’s Web 

site address and indicate that 

shareholders have the ability to receive 

a hard copy of the company’s complete 

audited financial statements free of 

charge upon request. The company must 

provide such hard copies within a 

reasonable period of time following the 

request. Moreover, the press release 

must be published pursuant to the 

Exchange’s press release policy.5

A listed company that: 

• Is subject to the U.S. proxy rules 

that provides its audited financial 

statements (as included on Forms 10–K, 

20–F and 40–F) to beneficial 

shareholders in a manner that is 

consistent with the physical or 

electronic delivery requirements 

applicable to annual reports set forth in 

Rules 14a–3 and 14a–16 of the U.S. 

proxy rules, or 

• Is an issuer not subject to the U.S. 

proxy rules that provides its audited 

financial statements (as included on 

Forms 10–K, 20–F and 40–F) to 

beneficial shareholders in a manner that 

is consistent with the physical or 

electronic delivery requirements 

applicable to annual reports set forth in 

Rules 14a–3 and 14a–16 of the U.S. 

proxy rules, will not be required to issue 

the press release or post the undertaking 

required above.6 A company that fails to 

file its annual report on Forms 10–K, 

20–F, 40–F or N–CSR with the SEC in 

a timely manner will be subject to 

delisting pursuant to Section 1002(d) of 

the Company Guide. 

The Exchange proposes to eliminate 

the requirement of Section 610(a) that 

companies must provide three copies of 

their annual report to the Exchange. The 

Exchange relies on the publicly filed 

annual report available on EDGAR for 

all of its regulatory purposes and does 

not need to receive physical copies. 

Section 110(a) of the Company Guide 

sets forth the Exchange’s annual report 

requirements for foreign companies. 

Section 110(a) currently permits foreign 

companies to follow home country 

practices regarding the distribution of 

annual reports to shareholders, if, at a 

minimum, shareholders (i) are provided 

at least summary annual reports, 

including summary financial 

information, and (ii) have the ability, 

upon request, to receive a complete 

annual report, and the financial 

information contained in the summary 

annual report is reconciled to U.S. 

generally accepted accounting 

principles to the extent that such 

reconciliation would be required in the 

full annual report. The Exchange 

proposes to amend Section 110(a) to 

provide that foreign companies must 

comply with the requirements of 

Section 610(a) as amended. In doing so, 

the Exchange is conforming its annual 

report requirements applicable to 

foreign companies to those of the NYSE. 

2. Statutory Basis 

The Exchange believes that the 

proposed rule change is consistent with 

Section 6(b) 7 Exchange Act in general, 

and furthers the objectives of Section 

6(b)(5) of the Exchange Act 8 in 

particular in that it is designed to 

promote just and equitable principles of 

trade, to foster cooperation and 

coordination with persons engaged in 

regulating, clearing, settling, processing 

information with respect to, and 

facilitating transactions in securities, 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 proposed rule 

change is designed to facilitate 

compliance with NYSE Amex rules by 

aligning NYSE Amex’s disclosure 

requirements with those of the SEC. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange 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 Exchange 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 

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 


rwilkins on PROD1PC63 with NOTICES
Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices 16033 

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 Exchange 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 Securities Exchange Act Release No. 59123 

(December 19, 2008), 73 FR 7991 (December 30, 

2008) (SR–NYSE–2008–128). 

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). 

19(b)(3)(A) of the Exchange Act 9 and 

Rule 19b–4(f)(6) thereunder.10

A proposed rule change filed 

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

Exchange 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 the NYSE 

recently adopted a substantially similar 

listing requirement governing the 

distribution of annual reports,13 and the 

Commission believes that the NYSE 

Amex’s proposed rule change raises no 

new regulatory issues. The Commission 

also notes that the NYSE’s proposal was 

subject to full notice and comment, and 

the Commission received no comments 

on the NYSE’s rule proposal. In 

addition, the Commission believes that 

waiving the 30-day operative delay will 

immediately give issuers that have just 

filed, or are about to file, their annual 

reports with the Commission the option 

to comply with NYSE Amex’s 

distribution of annual reports 

requirement by satisfying the 

requirements for furnishing an annual 

report contained in Rules 14a–3 and 

14a–16 under the Exchange Act. 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 Exchange 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–NYSEAmex–2009–04 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–NYSEAmex–2009–04. 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 

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– 

NYSEAmex–2009–04 and should be 

submitted on or before April 29, 2009. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. E9–7871 Filed 4–7–09; 8:45 am] 

BILLING CODE 8010–01–P 

SMALL BUSINESS ADMINISTRATION 

Region II Buffalo District Advisory 

Council Public Meeting 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Notice of open Federal advisory 

committee meeting. 

SUMMARY: The SBA is issuing this notice 

to announce the location, date, time, 

and agenda for the next meeting of the 

Region II Buffalo District Advisory 

Council. The meeting will be open to 

the public. 

DATES: The meeting will be held on 

April 22, 2009 from approximately 9:30 

a.m. to 11:30 a.m. Eastern Standard 

Time. 

ADDRESSES: The meeting will be held at 

the Park Country Club, 2929 Sheridan 

Drive, Williamsville, New York 14202. 

SUPPLEMENTARY INFORMATION: Pursuant 

to section 10(a)(2) of the Federal 

Advisory Committee Act (5 U.S.C., 

Appendix 2), SBA announces the 

meeting of the Region II Buffalo District 

Advisory Council. The Region II Buffalo 

District Advisory Council is tasked with 

providing information of public interest. 

The purpose of the meeting is so the 

council can provide advice and 

opinions regarding the effectiveness of 

and need for SBA programs, particularly 

the local districts which members 

represent. The agenda will include: 

District office, SBA programs and 

services, ARRA, government 

contracting, disaster updates, lending 

activity reports, small business week, 

event announcements, and roundtable 

discussion on small business issues. 

FOR FURTHER INFORMATION CONTACT: The 

meeting is open to the public; however 

advance notice of attendance is 

requested. Anyone wishing to attend 

and/or make a presentation to the 

Region II Buffalo District Advisory 

Council must contact Franklin J. 

Sciortino, District Director, Buffalo 

District Office by October 10, by fax or 

e-mail, in order to be placed on the 

agenda. Franklin J. Sciortino, District 

Director, Buffalo District Office, U.S. 

Small Business Administration, 540 

Niagara Center, 130 S. Elmwood 


rwilkins on PROD1PC63 with NOTICES