53910 Federal Register / Vol. 73, No. 181 / Wednesday, September 17, 2008 / Notices 

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

2 17 CFR 240.19b–4. 3 15 U.S.C. 78(f)(b). 

filed any periodic reports since the 

period ended November 2, 1996. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Bethlehem 

Corp. because it has not filed any 

periodic reports since the period ended 

February 28, 2001. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Bogue 

Electric Manufacturing Co. (n/k/a Bogue 

International, Inc.) because it has not 

filed any periodic reports since the 

period ended September 30, 1998. 

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 September 15, 2008, 

through 11:59 p.m. EDT on September 

26, 2008. 

By the Commission. 

Jill M. Peterson, 

Assistant Secretary. 

[FR Doc. E8–21830 Filed 9–15–08; 4:15 pm] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58521; File No. SR–BATS– 

2008–002] 

Self-Regulatory Organizations; BATS 

Exchange, Inc.; Notice of Filing of 

Proposed Rule Change To Amend 

BATS Rule 11.5, entitled ‘‘Orders and 

Modifiers,’’ To Provide for a New Order 

Type—Modified Directed Intermarket 

Sweep Order 

September 11, 2008. 

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 

September 8, 2008, BATS Exchange, 

Inc. (‘‘BATS’’ or the ‘‘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 is proposing to amend 

BATS Rule 11.5, entitled ‘‘Orders and 

Modifiers,’’ to provide for a new order 

type, a Modified Directed Intermarket 

Sweep Order (‘‘Modified Directed 

ISO’’). 

The text of the proposed rule change 

is available at the Exchange’s Web site 

at http://www.batstrading.com, at the 

principal office of the Exchange, 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 

Exchange 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 

Exchange has prepared summaries, set 

forth in sections A, B, and C below, of 

the most significant parts of such 

statements. 

A. Self-Regulatory Organization’s 

Statement of the Purpose of, and 

Statutory Basis for, the Proposed Rule 

Change 

1. Purpose 

The purpose of the proposed rule 

change is to provide an additional order 

type to Users of the Exchange. The 

proposed new order type is a ‘‘Modified 

Directed Intermarket Sweep Order’’ 

(‘‘Modified Directed ISO’’). A Modified 

Directed ISO is an order that bypasses 

the System and is immediately routed 

by the Exchange as an IOC ISO to an 

away trading center specified by the 

User for execution, provided that the 

away trading center must be displaying 

a Protected Quotation, as that term is 

defined in the Exchange’s rules. If the 

ISO is not executed in its entirety at the 

away trading center, the Modified 

Directed ISO returns to the Exchange as 

an IOC ISO and any portion not 

executed at the Exchange will be 

cancelled back to the User. It is the 

entering Member’s responsibility, not 

the Exchange’s responsibility, to comply 

with the requirements of Regulation 

NMS relating to Intermarket Sweep 

Orders. 

The Exchange believes that Modified 

Directed ISO’s will enhance order 

execution opportunities for Exchange 

Users by allowing such Users to route 

ISOs to a specified trading center, and 

if not executed in whole or in part at 

such trading center, to have their orders 

filled as ISOs on the BATS book if there 

is available liquidity at the Exchange to 

fill the order. Accordingly, the addition 

of a Modified Directed ISO order type to 

BATS Rule 11.5 promotes just and 

equitable principles of trade, removes 

impediments to, and perfects the 

mechanism of, a free and open market 

and a national market system. 

2. Statutory Basis 

The Exchange believes the proposal is 

consistent with the requirements of the 

Act and the rules and regulations 

thereunder that are applicable to a 

national securities exchange, and, in 

particular, with the requirements of 

Section 6(b).3 In particular, for the 

reasons described above, the proposed 

change is consistent with Section 6(b)(5) 

of the Act, because it would promote 

just and equitable principles of trade, 

remove impediments to, and perfect the 

mechanism of, a free and open market 

and a national market system, and, in 

general, protect investors and the public 

interest. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

The Exchange does not believe that 

the proposed rule change imposes any 

burden on competition. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

No written comments were solicited 

or 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 the Exchange 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 


pwalker on PROD1PC71 with NOTICES
Federal Register / Vol. 73, No. 181 / Wednesday, September 17, 2008 / Notices 53911 

4 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3Amendment No. 2 replaced the original filing in 

its entirety. 

4See Securities Exchange Act Release No. 58275 

(July 31, 2008), 73 FR 46129. 

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–BATS–2008–002 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–BATS–2008–002. 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–BATS– 

2008–002 and should be submitted on 

or before October 8, 2008. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.4

Florence E. Harmon, 

Acting Secretary. 

[FR Doc. E8–21708 Filed 9–16–08; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–58509; File No. SR– 

NASDAQ–2008–025] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Order 

Approving Proposed Rule Change, as 

Modified by Amendment No. 2 Thereto, 

To Establish a System for the 

Purchase of Equity Value Indicator 

Securities 

September 10, 2008. 

I. Introduction 

On March 20, 2008, 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 Act of 1934 

(‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 a proposed rule change to 

establish an Equity Value Indicator 

(‘‘EVI’’) Cross. On July 23, 2008, the 

Nasdaq filed Amendment No. 1 to the 

proposed rule change. On July 30, 2008, 

Nasdaq withdrew Amendment No. 1 

and filed Amendment No. 2 to the 

proposed rule change.3 On August 7, 

2008, the proposed rule change, as 

modified by Amendment No. 2, was 

published for comment in the Federal 

Register.4 The Commission received no 

comments on the proposed rule change. 

This order approves the proposed rule 

change, as modified by Amendment No. 

2. 

II. Background 

Nasdaq has proposed to establish a 

system that will allow its members to 

purchase ‘‘EVI Securities,’’ which 

Nasdaq anticipates will entitle holders 

thereof to specified payments based on 

the exercise of stock options previously 

granted to employees of the issuer. This 

system—designated by Nasdaq the ‘‘EVI 

Cross’’—is designed to generate a 

market-based value of employee stock 

options for purposes of FASB Statement 

of Financial Accounting Standards No. 

123(R). EVI Securities will represent a 

payment obligation of the issuer, but 

will not represent any direct ownership 

interest in the issuing company or in the 

associated employee stock options. The 

issuer will make available to the public 

the number of EVI Securities available 

in the EVI Cross, the limit price (if any), 

and the terms and features of its EVI 

Securities, such as how payments are 

calculated, maturity dates, and form of 

payment. 

Nasdaq is not proposing to list or 

provide a secondary market for EVI 

Securities. An issuer will be able to sell, 

and Nasdaq members will be able to 

buy, EVI Securities in a single auction. 

Nasdaq members would access the EVI 

Cross system through existing interfaces 

for order entry, although the EVI Cross 

system will be separate from the Nasdaq 

Market Center execution system. The 

EVI Cross system is modeled on the 

technology used for Nasdaq’s existing 

crossing mechanisms such as its 

Opening and Closing Crosses, the 

Nasdaq Crossing Network, and its Halt 

Cross. Nasdaq anticipates that an issuer, 

if it chose to use the EVI Cross, would 

do so on the first trading day following 

the grant of employee stock options. 

To initiate an auction, a Nasdaq 

member authorized to act on behalf of 

the issuer of EVI Securities would enter 

an order specifying a quantity of EVI 

Securities to sell; a limit price is 

optional. After 4 p.m. on the day of the 

auction, the sell order could not be 

modified but could be cancelled as late 

as 4:45 p.m. On the day of the auction, 

any Nasdaq member could submit a 

limit order to buy with a designated 

size. Beginning at 4 p.m. and 

periodically thereafter, Nasdaq would 

disseminate information about the 

anticipated execution price, which is 

the single highest price at which the 

maximum amount of interest could be 

paired. Based on this information, 

prospective buyers could submit new 

orders and potentially increase the 

anticipated execution price. Executions 

would occur at 5 p.m., unless the 

system extends the auction process 

because the anticipated execution price 

changes by a designated amount in the 

minute before the designated time of 

execution. If the remaining size of the 

sell order cannot fill all the buy orders 

at the execution price, allocations 

would be made based on time priority. 

All executions would be reported to the 

National Securities Clearing Corporation 

and disseminated via a data feed. 

Nasdaq would charge an issuer tiered 

fees depending on the total value of the 

EVI offering. The fee would be 2 percent 

of the first $10,000,000 of the total value 

of an EVI offering. If the value of the EVI 

offering is above $10,000,000, Nasdaq 

would charge an additional fee of 1.5 

percent of the value of the EVI offering 

above $10,000,000. The total fees, 

however, would not exceed $1,500,000. 

Nasdaq would not assess a fee if the EVI 

Cross is not carried out. Nasdaq 

members would be required to establish 

a new port for connectivity to access the 

EVI Cross system. However, Nasdaq 


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