Federal Register / Vol. 73, No. 164 / Friday, August 22, 2008 / Notices 49725 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release Nos. 58335 

(August 8, 2008) (SR–NASDAQ–2008–053) 

(approving similar modifications to NASDAQ Rule 

4200(a)(15)(B) and IM–4200) (Release No. 34–

58335); and 58367 (August 15, 2008) (proposing 

similar modifications to Section 303A.02 of the 

NYSE Listed Company Manual). 

4See 17 CFR 229.404 and 17 CFR 228.404; see 

also Securities Exchange Act Release No. 54302A 

(August 29, 2006), 71 FR 53158 (September 8, 

2006). 

5See Section 803(A)(2) of the Company Guide. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Monsoon 

International Manufacturing & 

Distribution, Inc. because it has not filed 

any periodic reports since the period 

ended January 21, 2000. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Montt 

International Corp. because it has not 

filed any periodic reports since 

February 14, 2000. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Pony 

Express U. S. A., Inc. because it has not 

filed any periodic reports since the 

period ended September 30, 2004. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of 

SUMmedia.com, Inc. because it has not 

filed any periodic reports since the 

period ended September 30, 2002. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Sunflower 

USA, Ltd. because it has not filed any 

periodic reports since the period ended 

February 29, 2000. 

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 

companies. 

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 companies 

is suspended for the period from 9:30 

a.m. EDT on August 20, 2008, through 

11:59 p.m. EDT on September 3, 2008. 

By the Commission. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. E8–19634 Filed 8–20–08; 4:15 pm] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58378; File No. SR–Amex–

2008–67] 

Self-Regulatory Organizations; 

American Stock Exchange LLC; Notice 

of Filing and Immediate Effectiveness 

of Proposed Rule Change Modifying 

the Definition of ‘‘Independent 

Director’’ in the Amex Company Guide 

August 18, 2008. 

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

Securities Exchange Act of 1934, as 

amended (‘‘Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on August 15, 2008, the American Stock 

Exchange LLC (‘‘Amex’’ 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 prepared by the Exchange. 

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 

Section 803 of the Amex Company 

Guide (the ‘‘Company Guide’’) to 

modify the definition of ‘‘independent 

director.’’ The text of the proposed rule 

change is available on the Amex’s Web 

site at http://www.amex.com, the Office 

of the Secretary, the Amex 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 

Amex 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. The 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 the 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

Section 803(A)(2)(b) of the Company 

Guide generally precludes a director of 

a listed issuer from being considered 

‘‘independent’’ if the director (or an 

immediate family member of a director) 

received more than $100,000 in 

compensation from the issuer or any 

parent or subsidiary of the issuer within 

any twelve-month period in the three 

years preceding the determination of the 

director’s independence status. The 

Exchange proposes to raise this amount 

to $120,000 to conform its 

independence standard in this respect 

with a NASDAQ Stock Market LLC 

(‘‘Nasdaq’’) rule change just approved 

by the Commission and a similar 

proposal submitted and pending before 

the Commission by the New York Stock 

Exchange LLC (‘‘NYSE’’).3

In addition, the proposed change will 

harmonize the Exchange’s 

independence standards with the 

existing $120,000 disclosure threshold 

applicable to related party transactions 

set by the Commission in Regulation S–

K, Item 404.4 Use of this consistent 

standard will enhance the Exchange’s 

ability to assess compliance with the 

independent director requirements 

because listed issuers are uniformly 

required under Item 404 of Regulation 

S–K to disclose compensation to 

directors in excess of $120,000, but are 

not necessarily required to disclose 

compensation between $100,000 and 

$120,000. Further, the Exchange 

believes that by making its ‘‘bright line’’

standard with respect to the maximum 

amount of compensation a director (or 

an immediate family member of a 

director) can receive from the issuer (or 

any parent or subsidiary) consistent 

with the equivalent standard of Nasdaq 

and proposed by NYSE, it will provide 

a uniform standard for issuers to 

understand and apply. However, the 

Exchange notes that even if a director 

passes the ‘‘bright line’’ standard as 

proposed to be amended, an issuer’s 

board of directors must still make an 

affirmative determination that such 

director has no relationship with the 

issuer that would interfere with the 

director’s exercise of independent 

judgment in carrying out the 

responsibilities of a director.5


jlentini on PROD1PC65 with NOTICES
49726 Federal Register / Vol. 73, No. 164 / Friday, August 22, 2008 / Notices 

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

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

8 17 CFR 240.19b–4(f)(6)(iii). 

9The Exchange has requested that the 

Commission waive the 5-day pre-filing notice 

requirement under Rule 19b–4(f)(6)(iii) given that 

the instant rule filing was originally made pursuant 

to Section 19(b)(2) of the Act on August 13, 2008, 

and Commission staff requested on August 14, 2008 

that the filing be re-submitted pursuant to Section 

19(b)(3)(A). The Commission grants such waiver. 

10 15 U.S.C. 78s(b)(3)(A). 

11 17 CFR 240.19b–4(f)(6). 

12For purposes of waiving the 30-day operative 

delay, the Commission has considered the 

proposal’s impact on efficiency, competition, and 

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

13See Release No. 34–58335, supra note 3. 14 17 CFR 200.30–3(a)(12). 

2. Statutory Basis 

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, 

in that it is designed to prevent 

fraudulent and manipulative acts and 

practices, 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. Specifically, the 

proposal will align the Exchange’s 

independent director standards with 

those of Nasdaq and NYSE, as well as 

with the Commission’s disclosure 

requirements, thereby providing a 

uniform standard for issuers to 

understand and apply. 

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. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange did not receive any 

written comments on the proposed rule 

change. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

The Amex has designated the 

proposed rule change as one that: (1) 

Does not significantly affect the 

protection of investors or the public 

interest; (2) does not impose any 

significant burden on competition; and 

(3) does not become operative for 30 

days from the date of filing, or such 

shorter time as the Commission may 

designate if consistent with the 

protection of investors and the public 

interest. In addition, as required under 

Rule 19b–4(f)(6)(iii),8 the Amex 

provided the Commission with written 

notice of its intention to file the 

proposed rule change, along with a brief 

description of the text of the proposed 

rule change, at least five business days 

prior to filing the proposal, or such 

shorter time as designated by the 

Commission.9 Therefore, the proposed 

rule change has become effective 

pursuant to Section 19(b)(3)(A) of the 

Act 10 and Rule 19b–4(f)(6) 

thereunder.11

The Amex has further requested the 

Commission to waive the 30-day 

operative delay. The Commission 

hereby grants Amex’s request.12

Waiving the 30-day operative delay is 

consistent with the protection of 

investors and the public interest 

because the Amex proposal is consistent 

with a proposal by Nasdaq that recently 

was approved by the Commission.13

The Commission notes that no 

comments were received on the Nasdaq 

proposal. Therefore, the Commission 

believes that waiving the 30-day 

operative delay is consistent with the 

protection of investors and the public 

interest and designates the proposed 

rule change as operative upon filing. 

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission may summarily abrogate 

such 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–Amex–2008–67 on the 

subject line. 

Paper Comments 

• Send paper comments in triplicate 

to Secretary, Securities and Exchange 

Commission, 100 F Street, NE., 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–Amex–2008–67. 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, 100 F Street, NE., Washington, 

DC 20549, on official business days 

between the hours of 10 a.m. and 3 p.m. 

Copies of such 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–Amex–2008–67 and should 

be submitted on or before September 12, 

2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.14

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–19551 Filed 8–21–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58376; File No. SR–

NYSEArca–2008–70] 

Self-Regulatory Organizations; NYSE 

Arca, Inc.; Order Granting Approval of 

Proposed Rule Amending NYSE Arca 

Equities Rule 5.2(j)(6)(B)(I), the Generic 

Listing Standard for Equity IndexLinked Securities 

August 18, 2008. 

I. Introduction 

On June 27, 2008, NYSE Arca, Inc. 

(‘‘NYSE Arca’’ or ‘‘Exchange’’), through 

its wholly owned subsidiary, NYSE 

Arca Equities, Inc. (‘‘NYSE Arca 

Equities’’), filed with the Securities and 

Exchange Commission (‘‘Commission’’), 

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

Securities Exchange Act of 1934 


jlentini on PROD1PC65 with NOTICES