Self-Regulatory Organizations; Pacific Exchange, Inc.; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to Proposed New Listing Fees, 48224-48227 [E5-4426]
Download as PDF
<![CDATA[
48224
Federal Register / Vol. 70, No. 157 / Tuesday, August 16, 2005 / Notices
Act,13 which requires that an exchange
have rules designed, among other
things, 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. The Commission
believes that this proposal will benefit
investors by increasing competition
among markets that trade VGK, VPL,
and VWO.
In addition, the Commission believes
that the proposal is consistent with
Section 12(f) of the Act,14 which permits
an exchange to trade, pursuant to UTP,
a security that is listed and registered on
another exchange.15 The Commission
notes that it previously approved the
listing and trading of these three ETFs
on Amex.16 The Commission also
believes that the proposal is consistent
with Rule 12f–5 under the Act,17 which
provides that an exchange shall not
extend UTP to a security unless the
exchange has in effect a rule or rules
providing for transactions in the class or
type of security to which the exchange
extends UTP. The Exchange has
represented that it meets this
requirement because it deems these
VIPER Shares to be equity securities,
thus rendering trading in these VIPER
Shares subject to the Exchange’s
existing rules governing the trading of
equity securities.
The Commission further believes that
the proposal is consistent with Section
11A(a)(1)(C)(iii) of the Act,18 which sets
forth Congress’s finding that it is in the
public interest and appropriate for the
protection of investors and the
maintenance of fair and orderly markets
to assure the availability to brokers,
dealers, and investors of information
with respect to quotations for and
transactions in securities. Quotations for
and last sale information regarding these
ETFs are disseminated through the
facilities of the CTA. Furthermore,
Amex disseminates the estimated IIV of
each ETF every 15 seconds throughout
the trading day. The Exchange
13 15
U.S.C. 78f(b)(5).
U.S.C. 78l(f).
15 Section 12(a) of the Act, 15 U.S.C. 78l(a),
generally prohibits a broker-dealer from trading a
security on a national securities exchange unless
the security is registered on that exchange pursuant
to Section 12 of the Act. Section 12(f) of the Act
excludes from this restriction trading in any
security to which an exchange ‘‘extends UTP.’’
When an exchange extends UTP to a security, it
allows its members to trade the security as if it were
listed and registered on the exchange even though
it is not so listed and registered.
16 See Original Listing Order, supra note 7.
17 17 CFR 240.12f–5.
18 15 U.S.C. 78k-1(a)(1)(C)(iii).
14 15
VerDate jul<14>2003
18:02 Aug 15, 2005
Jkt 205001
represents that if MSCI ceases to
maintain or to calculate the value of an
index or if the value of an index ceases
to be widely available, it would cease
trading an ETF based on the index.
Finally, the Commission notes that, if
any of these ETFs should be delisted by
Amex, the original listing exchange,
PCX would no longer have authority to
trade the ETF pursuant to this order.
In support of this proposal, the
Exchange has made the following
representations:
1. PCX surveillance procedures are
adequate to properly monitor the
trading of these ETFs on a UTP basis.
2. Prior to the commencement of
trading of these ETFs on the Exchange,
PCX will distribute an information
circular to its members explaining the
terms, characteristics, and risks of
trading these ETFs.
3. PCX will require an ETP Holder
with a customer that purchases shares of
any of these ETFs on the Exchange to
provide that customer with a product
prospectus and will note this prospectus
delivery requirement in the information
circular.
This approval order is conditioned on
PCX’s adherence to these
representations.
The Commission finds good cause for
approving this proposal before the
thirtieth day after the publication of
notice thereof in the Federal Register.
As noted previously, the Commission
previously found that the listing and
trading of these three ETFs on Amex to
be consistent with the Act.19 The
Commission presently is not aware of
any issue that should cause it to revisit
that earlier finding or preclude the
trading of these ETFs on PCX pursuant
to UTP. Therefore, accelerating approval
of this proposal should benefit investors
by creating, without undue delay,
additional competition in the market for
these ETFs.
V. Conclusion
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,20 that the
proposed rule change (SR–PCX–2005–
74), as amended, is hereby approved on
an accelerated basis.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.21
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5–4420 Filed 8–15–05; 8:45 am]
BILLING CODE 8010–01–P
PO 00000
19 See
Original Listing Order, supra note 7.
U.S.C. 78s(b)(2).
21 17 CFR 200.30–3(a)(12).
20 15
Frm 00126
Fmt 4703
Sfmt 4703
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–52225; File No. SR–PCX–
2005–19]
Self-Regulatory Organizations; Pacific
Exchange, Inc.; Notice of Filing of
Proposed Rule Change and
Amendment No. 1 Thereto Relating to
Proposed New Listing Fees
August 8, 2005.
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 February
28, 2005, the Pacific Exchange, Inc.
(‘‘PCX’’), through its wholly owned
subsidiary PCX Equities, Inc. (‘‘PCXE’’
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 PCXE. On June 15, 2005, the
Exchange filed Amendment No. 1 to the
proposed rule change.3 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
The Exchange is proposing to amend
its Schedule of Fees and Charges
(‘‘Schedule’’), as follows: (1) implement
new initial listing fees specifically for
common stock issued in initial public
offerings (‘‘IPOs’’) 4 and listed
exclusively by the PCXE for trading on
the Archipelago Exchange (‘‘ArcaEx’’), a
facility of the PCXE, and make related
modifications to the initial listing fees;
(2) exempt from initial listing fees
already-public issues which are listed
and/or quoted on other marketplaces
(‘‘Transfer Listings’’), whether or not
dually listed; (3) exempt from annual
maintenance fees transfer listings for the
first 12 calendar months after listing,
whether or not dually listed; (4) revise
the annual maintenance fees; and (5)
revise the additional shares listing fees.
The text of the proposed rule change
is available on PCX’s Web site, https://
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 In Amendment No. 1, the Exchange (a) modified
the text of the proposed rule change to clarify the
implementation of the proposed rule change and to
add provisions regarding American Depositary
Receipts and American Depositary Shares and (b)
provided further information regarding the purpose
of the proposal.
4 An ‘‘IPO’’ is the first public sale, issuance or
distribution of stock by a company. IPOs include
‘‘spin-offs’’ where a company’s common shares are
issued or distributed to shareholders of the
‘‘parent’’ company subject to registration under the
Act.
2 17
E:\FR\FM\16AUN1.SGM
16AUN1
Federal Register / Vol. 70, No. 157 / Tuesday, August 16, 2005 / Notices
www.pacificex.com, at PCX’s Office of
the Secretary, and at the Commission’s
Public Reference Section.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
PCXE 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. PCXE 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
The Exchange proposes to increase
certain portions of its listing fees and
make a number of related modifications.
PCXE has determined that such
increases are necessary to help ensure
sufficient cost recovery resulting from
expenditures for operations, technology
and infrastructure incurred in
connection with ArcaEx’s listings
initiative.5 ArcaEx has made and
continues to make substantial
investments in resources, services and
value-added products that are readily
available for listed companies,
including a recently launched data
product that provides a wide variety of
market-related information to issuers.6
The Exchange also developed the
proposed revised Schedule in order to
compete effectively with other markets
for new listings on the basis of cost and
value. Considering the nature and
breadth of the benefits and services
available to listed issuers, the Exchange
believes that the proposed revised
5 The Exchange represents that the proposed
listings fees modifications, including the proposed
exemptions from certain listing fees, will not
negatively impact the Exchange’s regulatory
program.
6 The Exchange acknowledges that a number of
the proposed changes represent significant
increases from prior listing fees. However, PCXE
believes that the initial listing and related fees are
extremely dated as the Exchange has not modified
them in a number of years. Further, following the
2002 alliance between PCX and Archipelago that
established the Archipelago Exchange as a facility
of the Exchange, the Exchange has committed
extensive resources and efforts to develop and
support the listings program. Since then, the
Exchange continued to operate under an antiquated
Schedule and now finds that some modifications,
which include some increases to certain fees, are
necessary to operate the listings program and
effectively compete in the marketplace.
VerDate jul<14>2003
18:37 Aug 15, 2005
Jkt 205001
48225
Schedule offers listed issuers significant
economic benefits. Moreover,
notwithstanding these proposed
increases and modifications to the
Schedule, these fees are generally lower
than comparable listing fees at other
marketplaces.7
with relatively shorter operating
histories than Tier I qualified issuers.
Further, a fixed fee for these issuers will
enable the Exchange to compete for
listings of this size with other
marketplaces.
For IPOs that dually list, the Exchange
Summary of Current and Proposed Fees proposes an exemption from initial
listing fees. The Exchange also proposes
(a) Initial Listing Fees. Currently, the
an exemption from initial listing fees for
one-time initial listing fee for common
Transfer Listings, whether exclusively
stock is based on whether the issue is
or dually listed. These exemptions
dually listed on the New York Stock
apply regardless of Tier classification or
Exchange, the American Stock
shares outstanding. The Exchange
Exchange, or the Nasdaq National
believes these exemptions are
Market. If an issue is dually listed, the
appropriate in order for the Exchange to
initial listing fee is fixed at $10,000 per
11
issue; otherwise, the initial listing fee is effectively compete for dual listings.
The applicable fees to list additional
fixed at $20,000 per issue. The initial
classes of common stock, preferred
listing fee for additional classes of
stock, warrants, debit instruments,
common stock, preferred stock,
purchase rights and units will remain
warrants, debit instruments, purchase
unchanged.
rights and units is $2,500, regardless of
The Exchange proposes to implement
whether such securities are also listed
these new IPO and Transfer Listing fees
elsewhere. These fees apply to each
for all listing applications submitted on
issue listed, regardless of shares
outstanding or listing tier classification. or after April 1, 2005, should the
PCXE proposes initial listing fees
Commission approve the proposed rule
specifically for common stock listed in
change. The current fees will continue
conjunction with IPOs. For IPOs listed
to apply to issues already listed or
exclusively on Tier I,8 PCXE proposes
applications that are pending as of
initial listing fees based on the aggregate March 31, 2005.
total shares outstanding, as follows:
(b) Annual Maintenance Fees.
Currently, the annual maintenance fees
Aggregate total shares outInitial listing
are fixed and based on whether the
standing 9
fee
issue is dually listed on the New York
Less than 10,000,000 ...............
$25,000 Stock Exchange, American Stock
10,000,001 to 30,000,000 ........
75,000 Exchange, or the Nasdaq National
30,000,001 to 75,000,000 ........
100,000 Market. For dually listed securities, the
Greater than 75,000,000 ..........
125,000 maintenance fee is $1,000 per issue;
otherwise, the maintenance fee is $2,000
The Exchange proposes an IPO Tier I
per issue. For each additional issue, the
initial listing fees based on a sliding
annual maintenance fee is $500. The
scale of the issuer’s aggregate total
annual minimum fee is $1,000 and the
shares outstanding. With this tiered
annual maximum fee is $5,000.
structure the Exchange intends to reflect Moreover, annual maintenance fees are
the time and resources necessary to
not incurred in the year of listing;
review listing applications that
rather, they are payable beginning in the
correspond generally to the size of
first full calendar year following the
issuers, the complexity of capital
year of listing.
structures and financial statements, and
The Exchange proposes to adopt
the sophisticated nature of business
specific annual maintenance fees for
plans and transactions.
exclusive IPO listings. For Tier I
For IPOs listed exclusively on Tier
exclusive IPO listings, PCXE proposes to
10 the Exchange proposes a fixed
II,
adopt annual maintenance fees based on
initial listing fee of $25,000. The
the aggregate total shares outstanding, as
Exchange believes this fixed fee is
12
appropriate because Tier II listed issuers follows:
are typically smaller-capitalized issuers
11 The Exchange expends similar time, energy and
7 See listing fees of the American Stock Exchange
(https://www.amex.com) and the Nasdaq National
Market (https://www.nasdaq.com/about/
nasdaq_listing_req_fees.pdf).
8 See PCXE Rule 5.2(c).
9 The Exchange will determine the issuer’s
aggregate total shares outstanding as reported by the
issuer in its periodic filings with the Commission
or other publicly available information.
10 See PCXE Rule 5.2(k).
PO 00000
Frm 00127
Fmt 4703
Sfmt 4703
resources in processing issuers that dual list.
However, the Exchange has made a business
decision to forgo the initial listing fee for
competitive purposes and anticipates that it will
make up the cost in other listings related fees and
future listing business.
12 Similar to the initial listing fees, the purpose
of the tiered pricing based on aggregate total shares
outstanding is to charge the listed company a
maintenance fee depending on the time, energy and
E:\FR\FM\16AUN1.SGM
Continued
16AUN1
48226
Federal Register / Vol. 70, No. 157 / Tuesday, August 16, 2005 / Notices
in the first full calendar year following
the change to an exclusive listing.
PCXE proposes to implement these
revised annual maintenance fees for all
Less than 10,000,000 ...............
$15,000 listing applications submitted on or
10,000,001 to 50,000,000 ........
20,000 after April 1, 2005, should the
50,000,001 to 100,000,000 ......
35,000 Commission approve the proposed rule
Greater than 100,000,000 ........
50,000 change. For all issues already listed, and
listing applications pending, as of
For Tier II exclusive IPO listings,
March 31, 2005, the current annual
PCXE proposes to adopt an annual
maintenance listing fees will continue
maintenance fee of $12,500, regardless
to apply.
In addition, the Exchange proposes to
of shares outstanding. Consistent with
increase the maximum annual
current practice, the Exchange will not
assess these annual maintenance fees for maintenance fee payable by a single
issuer for all issues listed from $5,000
the year of listing, but rather, will first
to $90,000, in order to be consistent
assess them for the first full calendar
with the fee changes proposed herein.
year following the year of listing.
Annual maintenance fees will not be
For dual IPO and Transfer Listings,
pro-rated or reduced for securities that
the Exchange proposes an exemption
delist for any reason.
from annual maintenance fees for the
(c) Additional Shares Listing Fee.
first 12 calendar months following
Currently, the fee applicable to issuers
listing for competitive purposes.13 At
to list additional shares is $.0025 per
the end of this 12-month period, the
share listed, with a $500 minimum and
Exchange will assess, on a pro-rated
a $7,500 maximum per application. The
basis, the applicable annual
maximum total charge per year is
maintenance fee for the balance of the
$15,000.
14 Thereafter,
then current calendar year.
The Exchange proposes to make a
for exclusive Transfer Listings, the
number of modifications to the
Exchange will assess an annual
Additional Shares Listing Fee. For all
maintenance fee based on the fees set
exclusive listings, including exclusive
forth above for exclusive IPOs,
IPO and transfer listings, the Exchange
depending on Tier classification. For
proposes to eliminate the per share fee
dual listings (including dual IPO and
entirely for the first 99,999 additional
Transfer Listings), the Exchange will
shares per application. The Exchange
assess a fixed annual maintenance fee of proposes to eliminate the fee on these
$10,000, regardless of Tier classification shares so as not to assess issuers for
small additional issuances and also to
or shares outstanding. The Exchange
intends to make these assessments at the enhance its ability to effectively
compete with other marketplaces.15 For
beginning of the calendar year for that
such listings, the $.0025 per share fee
year. If any such dual listing
will remain the same, and will be
subsequently lists exclusively, the
assessed beginning on each additional
Exchange will assess an annual
share listed above 99,999. The Exchange
maintenance fee based on the fees set
also proposes increased maximum
forth above for exclusive IPOs, starting
charges for listed issuers that choose to
list additional shares, that is, to increase
resources necessary, given the size of the listed
the $7,500 maximum charge per
issuer.
13 In February 2004, Nasdaq determined that it
application to $15,000 and the $15,000
would not charge entry, annual or additional listing
annual maximum charge to $30,000.
fees for a one-year period from the date of listing
These increases may potentially result
on Nasdaq for any NYSE listed security that dually
in increased additional share charges for
listed on Nasdaq between January 12, 2004 and
December 31, 2004. See Securities Exchange Act
issuers, depending on the nature and
Release No. 49286 (February 19, 2004), 69 FR 8999
size of the additional issuance. The
(February 26, 2004) (SR–NASD–2004–004).
$500 minimum charge (per application)
Subsequently, Nasdaq exempted from entry and
will remain unchanged.
additional listing fees those NYSE issuers
For all dual listings, the Exchange
remaining dually listed after the one-year period
and those NYSE issuers dually listing thereafter, but proposes to eliminate the fee entirely for
imposed an annual fee of $15,000 on such issuers
the first 99,999 additional shares per
at the end of their first year on Nasdaq. See
Securities Exchange Act Release No. 51005 (January application in order to effectively
compete with other marketplaces. The
10, 2005), 70 FR 2917 (January 18, 2005) (SR–
NASD–2004–142).
Exchange also proposes to eliminate the
14 For example, an issuer that transfers a listing
fee on these shares so as not to assess
in June 2005 will be subject to the exemption and
issuers for small additional issuances.
will not be assessed annual maintenance fees until
Aggregate total shares outstanding
Annual
maintenance fee
June of 2006 (prorated for 2006) when the issuer
would ordinarily be assessed annual maintenance
fees in January 2006 for the first full calendar year
after listing.
VerDate jul<14>2003
18:02 Aug 15, 2005
Jkt 205001
15 Nasdaq does not charge issuers for the first
49,999 additional shares listed each quarter. See
supra note 7.
PO 00000
Frm 00128
Fmt 4703
Sfmt 4703
For such listings, the $.0025 per share
fee will be assessed beginning on each
additional share listed above 99,999.
The Exchange also proposes to modify
the annual maximum charge applicable
to such listings to $14,000 so as to
provide for an increased limitation for
listed issuers that choose to list
additional shares, which will result in
charges that are beyond the current
maximum charges. The minimum and
maximum charge per application will
remain unchanged. The Exchange
further proposes an exemption from
such additional share fees for all dual
IPO and dual transfer listings for the 12
calendar months after listing.
Thereafter, such listings will be subject
to the additional shares listing fee as set
forth above.
Lastly, for dually listed American
Depositary Receipts (‘‘ADRs’’) and
American Depositary Shares (‘‘ADSs’’)
only, the Exchange proposes to decrease
the maximum additional shares listing
charge per year to $10,000 and maintain
the minimum charge per application at
$500 and the maximum per application
charge at $7,500. These fees shall only
be assessed on the ADRs and ADSs that
are listed. The Exchange’s proposed
revisions to the additional shares listing
fees, as applicable, will apply to all
currently listed issuers starting April 1,
2005, should the Commission approve
the proposed rule change.
Implementation
PCXE proposes to implement the
revised initial and annual maintenance
listings fees, as applicable, for all
applications submitted on or after April
1, 2005, should the Commission
approve the proposed rule change. For
all issues listed, and listing applications
pending, as of March 31, 2005, the
current initial and annual maintenance
listing fees will continue to apply. The
Exchange’s proposed revisions to the
additional shares listing fees will apply
going forward to all currently listed
issuers starting April 1, 2005, should the
Commission approve the proposed rule
change.
2. Statutory Basis
The Exchange believes that the
proposal is consistent with Section
6(b) 16 of the Act, in general, and Section
6(b)(4) 17 of the Act, in particular, in that
it provides for the equitable allocation
of reasonable dues, fees and other
charges among issuers and other
persons using its facilities.
16 15
17 15
E:\FR\FM\16AUN1.SGM
U.S.C. 78f(b).
U.S.C. 78f(b)(4).
16AUN1
Federal Register / Vol. 70, No. 157 / Tuesday, August 16, 2005 / Notices
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 Act.
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
The Exchange did not solicit or
receive any written comments with
respect to the proposed rule change.
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 self-regulatory
organization consents, the Commission
will:
A. By order approve the 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 is consistent with the Act.
Comments may be submitted by any of
the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–PCX–2005–19 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Jonathan G. Katz, Secretary,
Securities and Exchange Commission,
Station Place, 100 F Street, NE.,
Washington, DC 20549–9303.
All submissions should refer to File
Number SR–PCX–2005–19. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
VerDate jul<14>2003
18:02 Aug 15, 2005
Jkt 205001
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
Section. Copies of such filing also will
be available for inspection and copying
at the principal office of PCX. 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–PCX–2005–19 and should
be submitted on or before September 6,
2005.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.18
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5–4426 Filed 8–15–05; 8:45 am]
BILLING CODE 8010–01–P
DEPARTMENT OF TRANSPORTATION
Office of the Secretary
Aviation Proceedings, Agreements
Filed the Week Ending July 29, 2005
The following Agreements were filed
with the Department of Transportation
under the sections 412 and 414 of the
Federal Aviation Act, as amended (49
U.S.C. 1382 and 1384) and procedures
governing proceedings to enforce these
provisions. Answers may be filed within
21 days after the filing of the
application.
Docket Number: OST–2005–21999.
Date Filed: July 27, 2005.
Parties: Members of the International
Air Transport Association.
Subject:
PTC12 USA–EUR Fares 0101 dated 19
July 2005.
Resolution 015h—USA Add-ons
between USA and UK.
Intended effective date: 1 October 2005
Renee V. Wright,
Program Manager, Docket Operations,
Federal Register Liaison.
[FR Doc. 05–16188 Filed 8–15–05; 8:45 am]
BILLING CODE 4910–62–P
PO 00000
18 17
CFR 200.30–3(a)(12).
Frm 00129
Fmt 4703
Sfmt 4703
48227
DEPARTMENT OF TRANSPORTATION
Office of the Secretary
Notice of Applications for Certificates
of Public Convenience and Necessity
and Foreign Air Carrier Permits Filed
Under Subpart B (Formerly Subpart Q)
During the Week Ending July 29, 2005.
The following Applications for
Certificates of Public Convenience and
Necessity and Foreign Air Carrier
Permits were filed under Subpart B
(formerly Subpart Q) of the Department
of Transportation’s Procedural
Regulations (See 14 CFR 301.201 et
seq.). The due date for Answers,
Conforming Applications, or Motions to
Modify Scope are set forth below for
each application. Following the Answer
period DOT may process the application
by expedited procedures. Such
procedures may consist of the adoption
of a show-cause order, a tentative order,
or in appropriate cases a final order
without further proceedings.
Docket Number: OST–2005–22001.
Date Filed: July 27, 2005.
Due Date for Answers, Conforming
Applications, or Motion to Modify
Scope: August 17, 2005.
Description: Application of Hawaii
Island Air, Inc., requesting certificate
authority to conduct scheduled
domestic air transportation with aircraft
of more than 60 seats in addition to the
scheduled air transportation that the
Applicant is currently conducting as a
commuter air carrier with aircraft of
fewer than 60 seats.
Renee V. Wright,
Program Manager, Docket Operations,
Federal Register Liaison.
[FR Doc. 05–16189 Filed 8–15–05; 8:45 am]
BILLING CODE 4910–62–P
DEPARTMENT OF TRANSPORTATION
Federal Aviation Administration
Public Notice for a Change in Use of
Aeronautical Property at Beverly
Municipal Airport, Beverly,
Massachusetts
Federal Aviation
Administration (FAA), DOT.
ACTION: Request for public comments.
AGENCY:
SUMMARY: The FAA is requesting public
comment on the City of Beverly,
Massachusetts’ request to change 10.3
acres of vacant land located in the
approach to Runway 34 to industrial
use. The land will be sold to an abutter
for expansion of a manufacturing
building. The land was acquired under
FAAP 9–19–026–D603. The disposition
E:\FR\FM\16AUN1.SGM
16AUN1
]]>Agencies
[Federal Register Volume 70, Number 157 (Tuesday, August 16, 2005)]
[Notices]
[Pages 48224-48227]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-4426]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-52225; File No. SR-PCX-2005-19]
Self-Regulatory Organizations; Pacific Exchange, Inc.; Notice of
Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to
Proposed New Listing Fees
August 8, 2005.
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 February 28, 2005, the Pacific Exchange, Inc. (``PCX''), through its
wholly owned subsidiary PCX Equities, Inc. (``PCXE'' 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 PCXE. On June 15, 2005, the Exchange filed
Amendment No. 1 to the proposed rule change.\3\ The Commission is
publishing this notice to solicit comments on the proposed rule change,
as amended, from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ In Amendment No. 1, the Exchange (a) modified the text of
the proposed rule change to clarify the implementation of the
proposed rule change and to add provisions regarding American
Depositary Receipts and American Depositary Shares and (b) provided
further information regarding the purpose of the proposal.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is proposing to amend its Schedule of Fees and Charges
(``Schedule''), as follows: (1) implement new initial listing fees
specifically for common stock issued in initial public offerings
(``IPOs'') \4\ and listed exclusively by the PCXE for trading on the
Archipelago Exchange (``ArcaEx''), a facility of the PCXE, and make
related modifications to the initial listing fees; (2) exempt from
initial listing fees already-public issues which are listed and/or
quoted on other marketplaces (``Transfer Listings''), whether or not
dually listed; (3) exempt from annual maintenance fees transfer
listings for the first 12 calendar months after listing, whether or not
dually listed; (4) revise the annual maintenance fees; and (5) revise
the additional shares listing fees.
---------------------------------------------------------------------------
\4\ An ``IPO'' is the first public sale, issuance or
distribution of stock by a company. IPOs include ``spin-offs'' where
a company's common shares are issued or distributed to shareholders
of the ``parent'' company subject to registration under the Act.
---------------------------------------------------------------------------
The text of the proposed rule change is available on PCX's Web
site, https://
[[Page 48225]]
www.pacificex.com, at PCX's Office of the Secretary, and at the
Commission's Public Reference Section.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, PCXE 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. PCXE 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
The Exchange proposes to increase certain portions of its listing
fees and make a number of related modifications. PCXE has determined
that such increases are necessary to help ensure sufficient cost
recovery resulting from expenditures for operations, technology and
infrastructure incurred in connection with ArcaEx's listings
initiative.\5\ ArcaEx has made and continues to make substantial
investments in resources, services and value-added products that are
readily available for listed companies, including a recently launched
data product that provides a wide variety of market-related information
to issuers.\6\ The Exchange also developed the proposed revised
Schedule in order to compete effectively with other markets for new
listings on the basis of cost and value. Considering the nature and
breadth of the benefits and services available to listed issuers, the
Exchange believes that the proposed revised Schedule offers listed
issuers significant economic benefits. Moreover, notwithstanding these
proposed increases and modifications to the Schedule, these fees are
generally lower than comparable listing fees at other marketplaces.\7\
---------------------------------------------------------------------------
\5\ The Exchange represents that the proposed listings fees
modifications, including the proposed exemptions from certain
listing fees, will not negatively impact the Exchange's regulatory
program.
\6\ The Exchange acknowledges that a number of the proposed
changes represent significant increases from prior listing fees.
However, PCXE believes that the initial listing and related fees are
extremely dated as the Exchange has not modified them in a number of
years. Further, following the 2002 alliance between PCX and
Archipelago that established the Archipelago Exchange as a facility
of the Exchange, the Exchange has committed extensive resources and
efforts to develop and support the listings program. Since then, the
Exchange continued to operate under an antiquated Schedule and now
finds that some modifications, which include some increases to
certain fees, are necessary to operate the listings program and
effectively compete in the marketplace.
\7\ See listing fees of the American Stock Exchange (https://
www.amex.com) and the Nasdaq National Market (https://www.nasdaq.com/
about/nasdaq_listing_req_fees.pdf).
---------------------------------------------------------------------------
Summary of Current and Proposed Fees
(a) Initial Listing Fees. Currently, the one-time initial listing
fee for common stock is based on whether the issue is dually listed on
the New York Stock Exchange, the American Stock Exchange, or the Nasdaq
National Market. If an issue is dually listed, the initial listing fee
is fixed at $10,000 per issue; otherwise, the initial listing fee is
fixed at $20,000 per issue. The initial listing fee for additional
classes of common stock, preferred stock, warrants, debit instruments,
purchase rights and units is $2,500, regardless of whether such
securities are also listed elsewhere. These fees apply to each issue
listed, regardless of shares outstanding or listing tier
classification.
PCXE proposes initial listing fees specifically for common stock
listed in conjunction with IPOs. For IPOs listed exclusively on Tier
I,\8\ PCXE proposes initial listing fees based on the aggregate total
shares outstanding, as follows:
---------------------------------------------------------------------------
\8\ See PCXE Rule 5.2(c).
------------------------------------------------------------------------
Initial
Aggregate total shares outstanding \9\ listing fee
------------------------------------------------------------------------
Less than 10,000,000....................................... $25,000
10,000,001 to 30,000,000................................... 75,000
30,000,001 to 75,000,000................................... 100,000
Greater than 75,000,000.................................... 125,000
------------------------------------------------------------------------
The Exchange proposes an IPO Tier I initial listing fees based on a
sliding scale of the issuer's aggregate total shares outstanding. With
this tiered structure the Exchange intends to reflect the time and
resources necessary to review listing applications that correspond
generally to the size of issuers, the complexity of capital structures
and financial statements, and the sophisticated nature of business
plans and transactions.
---------------------------------------------------------------------------
\9\ The Exchange will determine the issuer's aggregate total
shares outstanding as reported by the issuer in its periodic filings
with the Commission or other publicly available information.
---------------------------------------------------------------------------
For IPOs listed exclusively on Tier II,\10\ the Exchange proposes a
fixed initial listing fee of $25,000. The Exchange believes this fixed
fee is appropriate because Tier II listed issuers are typically
smaller-capitalized issuers with relatively shorter operating histories
than Tier I qualified issuers. Further, a fixed fee for these issuers
will enable the Exchange to compete for listings of this size with
other marketplaces.
---------------------------------------------------------------------------
\10\ See PCXE Rule 5.2(k).
---------------------------------------------------------------------------
For IPOs that dually list, the Exchange proposes an exemption from
initial listing fees. The Exchange also proposes an exemption from
initial listing fees for Transfer Listings, whether exclusively or
dually listed. These exemptions apply regardless of Tier classification
or shares outstanding. The Exchange believes these exemptions are
appropriate in order for the Exchange to effectively compete for dual
listings.\11\ The applicable fees to list additional classes of common
stock, preferred stock, warrants, debit instruments, purchase rights
and units will remain unchanged.
---------------------------------------------------------------------------
\11\ The Exchange expends similar time, energy and resources in
processing issuers that dual list. However, the Exchange has made a
business decision to forgo the initial listing fee for competitive
purposes and anticipates that it will make up the cost in other
listings related fees and future listing business.
---------------------------------------------------------------------------
The Exchange proposes to implement these new IPO and Transfer
Listing fees for all listing applications submitted on or after April
1, 2005, should the Commission approve the proposed rule change. The
current fees will continue to apply to issues already listed or
applications that are pending as of March 31, 2005.
(b) Annual Maintenance Fees. Currently, the annual maintenance fees
are fixed and based on whether the issue is dually listed on the New
York Stock Exchange, American Stock Exchange, or the Nasdaq National
Market. For dually listed securities, the maintenance fee is $1,000 per
issue; otherwise, the maintenance fee is $2,000 per issue. For each
additional issue, the annual maintenance fee is $500. The annual
minimum fee is $1,000 and the annual maximum fee is $5,000. Moreover,
annual maintenance fees are not incurred in the year of listing;
rather, they are payable beginning in the first full calendar year
following the year of listing.
The Exchange proposes to adopt specific annual maintenance fees for
exclusive IPO listings. For Tier I exclusive IPO listings, PCXE
proposes to adopt annual maintenance fees based on the aggregate total
shares outstanding, as follows: \12\
---------------------------------------------------------------------------
\12\ Similar to the initial listing fees, the purpose of the
tiered pricing based on aggregate total shares outstanding is to
charge the listed company a maintenance fee depending on the time,
energy and resources necessary, given the size of the listed issuer.
[[Page 48226]]
------------------------------------------------------------------------
Annual
Aggregate total shares outstanding maintenance
fee
------------------------------------------------------------------------
Less than 10,000,000....................................... $15,000
10,000,001 to 50,000,000................................... 20,000
50,000,001 to 100,000,000.................................. 35,000
Greater than 100,000,000................................... 50,000
------------------------------------------------------------------------
For Tier II exclusive IPO listings, PCXE proposes to adopt an
annual maintenance fee of $12,500, regardless of shares outstanding.
Consistent with current practice, the Exchange will not assess these
annual maintenance fees for the year of listing, but rather, will first
assess them for the first full calendar year following the year of
listing.
For dual IPO and Transfer Listings, the Exchange proposes an
exemption from annual maintenance fees for the first 12 calendar months
following listing for competitive purposes.\13\ At the end of this 12-
month period, the Exchange will assess, on a pro-rated basis, the
applicable annual maintenance fee for the balance of the then current
calendar year.\14\ Thereafter, for exclusive Transfer Listings, the
Exchange will assess an annual maintenance fee based on the fees set
forth above for exclusive IPOs, depending on Tier classification. For
dual listings (including dual IPO and Transfer Listings), the Exchange
will assess a fixed annual maintenance fee of $10,000, regardless of
Tier classification or shares outstanding. The Exchange intends to make
these assessments at the beginning of the calendar year for that year.
If any such dual listing subsequently lists exclusively, the Exchange
will assess an annual maintenance fee based on the fees set forth above
for exclusive IPOs, starting in the first full calendar year following
the change to an exclusive listing.
---------------------------------------------------------------------------
\13\ In February 2004, Nasdaq determined that it would not
charge entry, annual or additional listing fees for a one-year
period from the date of listing on Nasdaq for any NYSE listed
security that dually listed on Nasdaq between January 12, 2004 and
December 31, 2004. See Securities Exchange Act Release No. 49286
(February 19, 2004), 69 FR 8999 (February 26, 2004) (SR-NASD-2004-
004). Subsequently, Nasdaq exempted from entry and additional
listing fees those NYSE issuers remaining dually listed after the
one-year period and those NYSE issuers dually listing thereafter,
but imposed an annual fee of $15,000 on such issuers at the end of
their first year on Nasdaq. See Securities Exchange Act Release No.
51005 (January 10, 2005), 70 FR 2917 (January 18, 2005) (SR-NASD-
2004-142).
\14\ For example, an issuer that transfers a listing in June
2005 will be subject to the exemption and will not be assessed
annual maintenance fees until June of 2006 (prorated for 2006) when
the issuer would ordinarily be assessed annual maintenance fees in
January 2006 for the first full calendar year after listing.
---------------------------------------------------------------------------
PCXE proposes to implement these revised annual maintenance fees
for all listing applications submitted on or after April 1, 2005,
should the Commission approve the proposed rule change. For all issues
already listed, and listing applications pending, as of March 31, 2005,
the current annual maintenance listing fees will continue to apply.
In addition, the Exchange proposes to increase the maximum annual
maintenance fee payable by a single issuer for all issues listed from
$5,000 to $90,000, in order to be consistent with the fee changes
proposed herein. Annual maintenance fees will not be pro-rated or
reduced for securities that delist for any reason.
(c) Additional Shares Listing Fee. Currently, the fee applicable to
issuers to list additional shares is $.0025 per share listed, with a
$500 minimum and a $7,500 maximum per application. The maximum total
charge per year is $15,000.
The Exchange proposes to make a number of modifications to the
Additional Shares Listing Fee. For all exclusive listings, including
exclusive IPO and transfer listings, the Exchange proposes to eliminate
the per share fee entirely for the first 99,999 additional shares per
application. The Exchange proposes to eliminate the fee on these shares
so as not to assess issuers for small additional issuances and also to
enhance its ability to effectively compete with other marketplaces.\15\
For such listings, the $.0025 per share fee will remain the same, and
will be assessed beginning on each additional share listed above
99,999. The Exchange also proposes increased maximum charges for listed
issuers that choose to list additional shares, that is, to increase the
$7,500 maximum charge per application to $15,000 and the $15,000 annual
maximum charge to $30,000. These increases may potentially result in
increased additional share charges for issuers, depending on the nature
and size of the additional issuance. The $500 minimum charge (per
application) will remain unchanged.
---------------------------------------------------------------------------
\15\ Nasdaq does not charge issuers for the first 49,999
additional shares listed each quarter. See supra note 7.
---------------------------------------------------------------------------
For all dual listings, the Exchange proposes to eliminate the fee
entirely for the first 99,999 additional shares per application in
order to effectively compete with other marketplaces. The Exchange also
proposes to eliminate the fee on these shares so as not to assess
issuers for small additional issuances. For such listings, the $.0025
per share fee will be assessed beginning on each additional share
listed above 99,999. The Exchange also proposes to modify the annual
maximum charge applicable to such listings to $14,000 so as to provide
for an increased limitation for listed issuers that choose to list
additional shares, which will result in charges that are beyond the
current maximum charges. The minimum and maximum charge per application
will remain unchanged. The Exchange further proposes an exemption from
such additional share fees for all dual IPO and dual transfer listings
for the 12 calendar months after listing. Thereafter, such listings
will be subject to the additional shares listing fee as set forth
above.
Lastly, for dually listed American Depositary Receipts (``ADRs'')
and American Depositary Shares (``ADSs'') only, the Exchange proposes
to decrease the maximum additional shares listing charge per year to
$10,000 and maintain the minimum charge per application at $500 and the
maximum per application charge at $7,500. These fees shall only be
assessed on the ADRs and ADSs that are listed. The Exchange's proposed
revisions to the additional shares listing fees, as applicable, will
apply to all currently listed issuers starting April 1, 2005, should
the Commission approve the proposed rule change.
Implementation
PCXE proposes to implement the revised initial and annual
maintenance listings fees, as applicable, for all applications
submitted on or after April 1, 2005, should the Commission approve the
proposed rule change. For all issues listed, and listing applications
pending, as of March 31, 2005, the current initial and annual
maintenance listing fees will continue to apply. The Exchange's
proposed revisions to the additional shares listing fees will apply
going forward to all currently listed issuers starting April 1, 2005,
should the Commission approve the proposed rule change.
2. Statutory Basis
The Exchange believes that the proposal is consistent with Section
6(b) \16\ of the Act, in general, and Section 6(b)(4) \17\ of the Act,
in particular, in that it provides for the equitable allocation of
reasonable dues, fees and other charges among issuers and other persons
using its facilities.
---------------------------------------------------------------------------
\16\ 15 U.S.C. 78f(b).
\17\ 15 U.S.C. 78f(b)(4).
---------------------------------------------------------------------------
[[Page 48227]]
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 Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
The Exchange did not solicit or receive any written comments with
respect to the proposed rule change.
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 self-regulatory organization consents, the Commission will:
A. By order approve the 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 is consistent with the Act. Comments may be submitted by any of
the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-PCX-2005-19 on the subject line.
Paper Comments
Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-9303.
All submissions should refer to File Number SR-PCX-2005-19. 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 (https://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 Section. Copies of
such filing also will be available for inspection and copying at the
principal office of PCX. 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-PCX-2005-19 and should be submitted on or before September 6, 2005.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\18\
---------------------------------------------------------------------------
\18\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5-4426 Filed 8-15-05; 8:45 am]
BILLING CODE 8010-01-P
