65044 Federal Register / Vol. 75, No. 203 / Thursday, October 21, 2010 / Notices 

13 15 U.S.C. 78s(b)(3)(A). 

14 17 CFR 240.19b–4(f)(6). When filing a proposed 

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

Act, an 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 Commission 

notes that the Exchange has satisfied this 

requirement. 15 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

3See Securities Exchange Act Release No. 62782 

(August 27, 2010), 75 FR 53994 (‘‘Notice’’). 

4See Nasdaq Rule 5810(c)(3)(A). 

5 In its filing, Nasdaq refers to the 180-day 

compliance period as a ‘‘grace’’ period. 

C. Self-Regulatory Organization’s 

Statement on Comments on the 

Proposed Rule Change Received From 

Members, Participants or Others 

The Exchange has not solicited, and 

does not intend to solicit, comments on 

this proposed rule change. The 

Exchange has not received any 

unsolicited written comments from 

members or other interested parties. 

III. Date of Effectiveness of the 

Proposed Rule Change and Timing for 

Commission Action 

Because the foregoing proposed rule 

change does not: (1) Significantly affect 

the protection of investors or the public 

interest; (2) impose any significant 

burden on competition; and (3) become 

operative for 30 days from the date on 

which it was filed, or such shorter time 

as the Commission may designate if 

consistent with the protection of 

investors and the public interest, it has 

become effective pursuant to Section 

19(b)(3)(A) of the Act13 and Rule 19b– 

4(f)(6) thereunder.14

At any time within 60 days of the 

filing of the proposed rule change, the 

Commission summarily may 

temporarily suspend 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–ISE–2010–101 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–ISE–2010–101. 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 website viewing and 

printing 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 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–ISE– 

2010–101 and should be submitted on 

or before November 12, 2010. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.15

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–26509 Filed 10–20–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–63110; File No. SR– 

NASDAQ–2010–107] 

Self-Regulatory Organizations; The 

NASDAQ Stock Market LLC; Order 

Granting Approval to a Proposed Rule 

Change To Modify the Eligibility 

Criteria for the Second Compliance 

Period for a Bid Price Deficiency on 

the Nasdaq Capital Market 

October 14, 2010. 

I. Introduction 

On August 25, 2010, The NASDAQ 

Stock Market LLC (‘‘Nasdaq’’) 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 modify the eligibility criteria 

in order for a listed company to qualify 

for the second compliance period for a 

bid price deficiency on the Nasdaq 

Capital Market. The proposed rule 

change was published for comment in 

the Federal Register on September 2, 

2010.3 The Commission received no 

comment letters on the proposal. This 

order approves the proposed rule 

change. 

II. Description of the Proposal 

Nasdaq is proposing, in order for a 

company to receive a second 

compliance period for a bid price 

deficiency on the Nasdaq Capital Market 

(‘‘Capital Market’’), to modify the 

eligibility criteria concerning market 

value of publicly held shares. Under the 

current Nasdaq rules, when a company 

has a closing bid price below $1 for 30 

consecutive days, it is deemed deficient 

under Nasdaq’s bid price continued 

listing standard, and promptly receives 

written notice that it has 180 calendar 

days from such notification to regain 

compliance.4 Compliance can be 

achieved by maintaining a minimum $1 

closing bid price for ten consecutive 

days. At the expiration of the 180-day 

compliance period, a company can 

receive an additional 180-day 

compliance period,5 provided it is 

either already listed on the Capital 

Market or transfers to that market and 

satisfies all of the Capital Market’s 


jlentini on DSKJ8SOYB1PROD with NOTICES
Federal Register / Vol. 75, No. 203 / Thursday, October 21, 2010 / Notices 65045 

6See Nasdaq Rule 5810(c)(3)(A)(i)–(ii). 

7The initial listing requirements for market value 

of publicly held shares for common stock on the 

Capital Market range from $5 million to $15 

million, depending on the listing standard under 

which the company qualifies; the continued listing 

requirement is $1 million. See Nasdaq Rules 

5505(b) and 5555(a)(4). 

8The initial listing standards for the Capital 

Market are set forth in Nasdaq Rule 5505 and 

include an equity standard, market value of listed 

securities standard, and a net income standard. See 

Nasdaq Rule 5505. 

9As noted above, Nasdaq Global and Global 

Select companies can currently receive the 

additional 180 day compliance period, provided 

they meet all the applicable Capital Market initial 

requirements and transfer to that market. 

10According to Nasdaq, once a company transfers 

to the Capital Market, Nasdaq would assess whether 

it is possible for the company to cure the 

deficiency. If not, the company would be denied the 

second 180 day compliance period, and Nasdaq 

would commence delisting proceedings for the 

company as a Capital Market listing. 

11See Notice, supra note 3. 

12 In approving this proposed rule change the 

Commission has considered the proposed rule’s 

impact on efficiency, competition, and capital 

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

13 15 U.S.C. 78f. 

14 15 U.S.C. 78f(b)(5). 15See supra note 8. 

initial listing criteria, except for bid 

price.6

Nasdaq has observed that many 

companies fail to qualify for the second 

compliance period because they do not 

meet the market value of publicly held 

shares requirement for initial listing on 

the Capital Market. Nasdaq therefore is 

proposing to ease the requirements for 

the second compliance period on the 

Capital Market by allowing a company 

to qualify if it satisfies the lower 

continued listing requirement for 

market value of publicly held shares, 

thereby enabling more companies to be 

eligible for the second compliance 

period.7 The company would still need 

to meet all of the other initial listing 

criteria for Capital Market other than bid 

price.8

Under the proposal, the company will 

need to notify Nasdaq of its intent to 

cure the bid price deficiency. If a 

company does not indicate its intent to 

cure the deficiency, or if it does not 

appear to Nasdaq staff that it is possible 

for the company to cure the deficiency, 

the company would not be eligible for 

the second compliance period under the 

Capital Market rules. Under the 

proposal, a company listed on Nasdaq’s 

Global or Global Select Markets would 

be permitted to transfer to the Capital 

Market if it meets the applicable market 

value of publicly held shares 

requirement for continued listing and 

all other applicable requirements for 

initial listing on the Capital Market 

(except for the bid price requirement), 

and notifies Nasdaq of its intent to cure 

the bid price deficiency.9 Once on the 

Capital Market, the company would be 

eligible for the second compliance 

period on the Capital Market, unless it 

does not appear to Nasdaq staff that it 

is possible for the Company to cure the 

deficiency.10 In its filing, Nasdaq noted 

that under the proposal, while certain 

companies that do not currently qualify 

for the second compliance period could 

receive an additional 180 days to 

comply with the bid price requirement, 

the proposed rule change would not 

extend the overall maximum time of 360 

days that is currently available to 

qualifying companies. 

Nasdaq also proposes to remove 

language in Rule 5810(c)(3) referencing 

the payment of fees by a company 

which transfers to the Capital Market. 

The current language implies that there 

are fees applicable to such a company. 

However, no fees are applicable under 

Rule 5920(a) to such a company. Nasdaq 

is proposing to delete the language, to 

remove any confusion, and has also 

proposed some other clarifying and nonsubstantive changes to the rule.11

III. Discussion and Commission 

Findings 

After careful consideration, the 

Commission finds that the proposed 

rule change is consistent with the 

requirements of the Act and the rules 

and regulations thereunder applicable to 

a national securities exchange 12 and, in 

particular, the requirements of Section 6 

of the Act.13 Specifically, the 

Commission finds that the proposed 

rule change is consistent with Section 

6(b)(5) of the Act,14 which requires, 

among other things, that the rules of a 

national securities exchange be 

designed to prevent fraudulent and 

manipulative acts and practices, 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 and are not designed to 

permit unfair discrimination between 

customers, issuers, brokers or dealers. 

The development and enforcement of 

adequate standards governing the initial 

and continued listing of securities on an 

exchange is an activity of critical 

importance to financial markets and the 

investing public. Listing standards serve 

as a means for an exchange to screen 

issuers and to provide listed status only 

to bona fide companies that have, or in 

the case of an initial public offering will 

have, sufficient public float, investor 

base, and trading interest to provide the 

depth and liquidity necessary to 

promote fair and orderly markets. 

Adequate standards are especially 

important given the expectations of 

investors regarding exchange trading 

and the imprimatur of listing on a 

particular market. Once a security has 

been approved for initial listing, 

maintenance criteria allow an exchange 

to monitor the status and trading 

characteristics of that issue to ensure 

that it continues to meet the exchange’s 

standards for market depth and liquidity 

so that fair and orderly markets can be 

maintained, and so that only companies 

suitable for listing remain listed on a 

national securities exchange. 

The Commission believes that the 

proposal to modify the eligibility 

criteria for the second compliance 

period for a bid price deficiency on the 

Capital Market is reasonable and 

consistent with the Act, and furthers 

investor protection and the public 

interest. As stated above, Nasdaq has 

observed that many companies fail to 

qualify for the second compliance 

period because they do not meet the 

market value of publicly held shares 

requirement for initial listing on the 

Capital Market. The Commission notes 

that to qualify for a second compliance 

period, the company would still need to 

meet all of the other initial listing 

criteria for Capital Market other than bid 

price, as well as the continued listing 

requirement for market value of publicly 

held shares.15 These standards should 

help continue to ensure that only 

companies that meet the minimum 

requirements for adequate depth and 

liquidity remain listed for an extended 

period of time on the Capital Market. 

In addition, the company will need to 

notify Nasdaq of its intent to cure the 

bid price deficiency. If a Capital Market 

company does not indicate its intent to 

cure the deficiency, or if it does not 

appear to Nasdaq staff that it is possible 

for the company to cure the deficiency, 

the company would not be eligible for 

the second compliance period. 

Similarly, a company listed on the 

Global or Global Select Markets would 

be permitted to transfer to the Capital 

Market if it meets the applicable market 

value of publicly held shares 

requirement for continued listing and 

all other applicable requirements for 

initial listing on the Capital Market 

(except for the bid price requirement) 

and notifies Nasdaq of its intent to cure 

the bid price deficiency. Once on the 

Capital Market, the company would be 

eligible for the second compliance 


jlentini on DSKJ8SOYB1PROD with NOTICES
65046 Federal Register / Vol. 75, No. 203 / Thursday, October 21, 2010 / Notices 

16 15 U.S.C. 78s(b)(2). 

17 17 CFR 200.30–3(a)(12). 

period on the Capital Market, unless it 

does not appear to Nasdaq staff that it 

is possible for the Company to cure the 

deficiency. 

The Commission believes that 

requiring a company to affirmatively 

state its intent to cure the bid price 

deficiency and Nasdaq staff to 

determine whether it is possible for the 

company to cure that deficiency, 

provides further protections to 

investors, by helping to ensure that only 

companies that are serious and capable 

of gaining compliance with the Capital 

Market listing standards within the 

timeframe provided qualify for the 

second compliance period. In this 

regard, the Commission would expect a 

thorough review to ensure that it is 

possible for the bid price deficiency to 

be cured at the end of the second 180 

day compliance period and, if not, 

would expect Nasdaq to immediately 

commence delisting proceedings. 

In approving the Nasdaq’s proposal, 

the Commission recognizes that certain 

companies that do not currently qualify 

for the second compliance period could 

receive additional time to remain listed 

on a public market. The proposal, 

however, does not extend the overall 

maximum time of 360 days that a 

company may remain listed before 

delisting proceedings will commence. 

Moreover, the proposal eliminates the 

automatic nature of the second 180 day 

bid price compliance period that exists 

under the current rules. Further, 

notwithstanding the change in 

eligibility criteria for a second 

compliance period, the Commission 

expects Nasdaq to monitor companies 

closely that are out of compliance and 

use its authority to delist issuers in a 

prompt, efficient, and fair manner 

where necessary and appropriate, in 

accordance with Nasdaq Rule 5100, 

including where there are public 

interest or other concerns such as low 

price or market value, that make 

continued listing unwarranted. 

Finally, the Commission finds that 

Nasdaq’s proposal to remove language 

in Rule 5810(c)(3) will reduce confusion 

regarding the application of the rule by 

clarifying that there are no fees 

applicable to a company which transfer 

to the Capital Market. The additional 

changes proposed by Nasdaq to the text 

of Rule 5810(c)(3)(A)(i)–(ii) conform the 

rule language and format of the two 

paragraphs and clarify that Nasdaq will 

assess a company for compliance with 

applicable listing requirements based on 

the company’s most recent public filings 

and market information. The 

Commission believes that these changes 

either clarify the rule or are nonsubstantive. 

IV. Conclusion 

It is therefore ordered, pursuant to 

Section 19(b)(2) of the Act,16 that the 

proposed rule change (SR–NASDAQ– 

2010–107), be, and hereby is, approved. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.17

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–26474 Filed 10–20–10; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

In the Matter of Cape Systems Group, 

Inc., Caribbean Cigar Company, Casual 

Male Corp., Cell Power Technologies, 

Inc., Cellmetrix, Inc. (f/k/a BCAM 

International, Inc.), Cellular Products, 

Inc. (n/k/a 872 Main Street Corp.), 

Ceptor Corp., CGS Scientific Corp., 

and Ciprico, Inc., File No. 500–1; Order 

of Suspension of Trading 

October 19, 2010. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Cape 

Systems Group, Inc. because it has not 

filed any periodic reports since the 

period ended December 31, 2006. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Caribbean 

Cigar Company because it has not filed 

any periodic reports since the period 

ended September 30, 1998. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Casual Male 

Corp. because it has not filed any 

periodic reports since the period ended 

February 3, 2001. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Cell Power 

Technologies, Inc. because it has not 

filed any periodic reports since the 

period ended April 30, 2006. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Cellmetrix, 

Inc. (f/k/a BCAM International, Inc.) 

because it has not filed any periodic 

reports since the period ended June 30, 

2000. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Cellular 

Products, Inc. (n/k/a 872 Main Street 

Corp.) because it has not filed any 

periodic reports since the period ended 

December 31, 1994. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Ceptor 

Corp. because it has not filed any 

periodic reports since the period ended 

September 30, 2007. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of CGS 

Scientific Corp. because it has not filed 

any periodic reports since the period 

ended February 29, 2000. 

It appears to the Securities and 

Exchange Commission that there is a 

lack of current and accurate information 

concerning the securities of Ciprico, Inc. 

because it has not filed any periodic 

reports since the period ended 

December 31, 2007. 

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 October 19, 2010, through 

11:59 p.m. EDT on November 1, 2010. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–26698 Filed 10–19–10; 11:15 am] 

BILLING CODE 8011–01–P 

SOCIAL SECURITY ADMINISTRATION 

Agency Information Collection 

Activities: Comment Request 

The Social Security Administration 

(SSA) publishes a list of information 

collection packages requiring clearance 

by the Office of Management and 

Budget (OMB) in compliance with 

Public Law (Pub. L.) 104–13, the 

Paperwork Reduction Act of 1995, 

effective October 1, 1995. This notice 

includes a new information collection 

for OMB approval. 

SSA is soliciting comments on the 

accuracy of the agency’s burden 

estimate; the need for the information; 

its practical utility; ways to enhance its 

quality, utility, and clarity; and ways to 

minimize burden on respondents, 

including the use of automated 


jlentini on DSKJ8SOYB1PROD with NOTICES