Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto Relating to Procedures for Denying Initial and Continued Listing, 12736-12738 [E6-3485]
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12736
Federal Register / Vol. 71, No. 48 / Monday, March 13, 2006 / Notices
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).
Copies of the submission, all subsequent
amendments, all written statements
with respect to the proposed rule 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, 100 F Street, NE., Washington,
DC 20549–1090. Copies of such filing
also will be available for inspection and
copying at the principal office of
PCAOB. All comments received will be
posted without change; we do not edit
personal identifying information from
submissions. You should submit only
information that you wish to make
available publicly. All submissions
should be submitted on or before April
3, 2006.
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[File No. 500–1]
wwhite on PROD1PC61 with NOTICES
In the Matter of Gary Player Direct, Inc.,
First Chesapeake Financial Corp., and
North Lily Mining Co.; Order of
Suspension of Trading
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of Gary Player
Direct, Inc. because it has not filed a
periodic report since the period ending
December 31, 1999.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of First
Chesapeake Financial Corp. because it
has not filed a periodic report since the
period ending September 30, 2003.
It appears to the Securities and
Exchange Commission that there is a
lack of current and accurate information
concerning the securities of North Lily
Mining Co. because it has not filed a
periodic report since the period ending
September 30, 2000.
17:58 Mar 10, 2006
Jkt 208001
By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. 06–2412 Filed 3–9–06; 11:40 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53403; File No. SR–Amex–
2006–04]
Self-Regulatory Organizations;
American Stock Exchange LLC; Notice
of Filing of Proposed Rule Change and
Amendment No. 1 Thereto Relating to
Procedures for Denying Initial and
Continued Listing
March 2, 2006.
By the Commission.
Nancy M. Morris,
Secretary.
[FR Doc. 06–2365 Filed 3–10–06; 8:45 am]
VerDate Aug<31>2005
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 abovelisted companies is suspended for the
period from 9:30 a.m. EST on March 9,
2006, through 11:59 p.m. EST on March
22, 2006.
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on January
23, 2006, 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 Amex. On
February 22, 2006, Amex 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 proposes to add new
Section 127 and amend Sections 101,
401, 402, 710, 1002, and 1009 of the
Amex Company Guide to increase the
transparency of the process associated
with staff determinations to deny the
initial or continued listing of a
company’s securities on the Amex.
The text of the proposed rule change
is available on the Amex’s Web site at
https://www.amex.com, at the Amex’s
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 Amendment No. 1 made technical changes to
the rule text submitted in Exhibit 5.
2 17
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principal office, 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. 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
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Sections 101 and 1002 of the Amex
Company Guide provide broad
discretionary authority to the Exchange
to deny initial or continued listing to a
company, the condition or business of
which raises public interest or other
qualitative concerns that could
undermine investor confidence in Amex
listed securities. The Exchange proposes
to add new Section 127 and amend
Sections 101 and 1002 of the Amex
Company Guide to clarify the
circumstances in which the Exchange
generally uses this authority and
provide greater transparency to listed
companies and applicants.4
The proposed rule and rule
amendments would specify that the
Exchange has authority to deny initial
listing to an applicant, impose
additional or more stringent criteria on
initial or continued listing of a
company’s securities, or delist a
company’s securities under the
following circumstances:
• The listed company or applicant, or
an individual associated with the listed
company or applicant, has a history of
regulatory misconduct; 5
4 The Commission notes that this proposed rule
change is substantially similar to a proposal
submitted by the National Association of Securities
Dealers, Inc. and approved by the Commission. See
Securities Exchange Act Release No. 52342 (August
26, 2005), 70 FR 52456 (September 2, 2005) (SR–
NASD–2004–125).
5 Such individuals would typically be an officer,
director, substantial security holder or consultant to
the issuer. The Exchange proposes in new Section
127, Commentary .01 that an interest consisting of
more than either 5% of the number of shares of
common stock or 5% of the voting power
outstanding of an issuer or party shall be
considered a substantial interest and cause the
holder of such an interest to be regarded as a
substantial security holder. Telephone conversation
between Jan Woo, Attorney, Division of Market
Regulation, Commission, and Courtney McBride,
E:\FR\FM\13MRN1.SGM
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Federal Register / Vol. 71, No. 48 / Monday, March 13, 2006 / Notices
• The listed company or applicant
files for protection under any provision
of the federal bankruptcy laws or
comparable foreign laws;
• The independent accountants of the
listed company or applicant issue a
disclaimer opinion on financial
statements required to be audited;
• The financial statements of the
listed company or applicant do not
contain a required certification; or
• The Exchange determines that the
listed company or applicant entity has
violated or evaded applicable corporate
governance standards (for example, by
delisting from another marketplace in
order to effect a violative transaction
and seeking an Amex listing thereafter).
Proposed new Section 127 of the
Amex Company Guide would explain
the factors used by the Exchange in
evaluating whether the regulatory
misconduct of an individual associated
with a company should be used as a
basis to deny initial or continued listing,
as well as remedial measures that may
serve to mitigate public interest
concerns. Section 127 would also state
that Sections 101 and 1002 do not
provide a basis for the Exchange to grant
exemptions or exceptions from the
enumerated initial or continued listing
criteria.
The Exchange is also proposing to
update its disclosure policies by
amending Sections 402 and 1009 of the
Amex Company Guide. These proposed
amendments would conform the Amex
disclosure time frames to those
mandated by the Commission for
current reports filed on Form 8–K,
specifically to instructions provided
under General Instruction B.1. to Form
8–K for material disclosed pursuant to
Item 3.01 of Form 8–K (Notice of
Delisting or Failure to Satisfy a
Continued Listing Rule or Standard;
Transfer of Listing), by reducing to four
business days the time within which a
listed company must publicly disclose
that the Exchange has given it written
notice that it is noncompliant with one
or more of the continued listing
standards. The proposed amendments
would also extend the disclosure
obligations applicable to a company that
receives a written delisting notice to
include a company that receives a
written notice of noncompliance with a
continued listing requirement. A written
notice of noncompliance with a
continued listing requirement may be in
the form of either a Warning Letter or
a Deficiency Letter.6
Assistant General Counsel, Amex, on February 23,
2006.
6 Telephone conversation between Jan Woo,
Attorney, Division of Market Regulation,
VerDate Aug<31>2005
17:58 Mar 10, 2006
Jkt 208001
In addition, the Amex proposes
certain clarifying amendments to
Section 710 of the Amex Company
Guide. Section 710(b) provides that an
exception to the shareholder approval
requirements contained in Sections 711,
712, and 713 may be made upon
application to the Exchange when (i) the
delay in securing shareholder approval
would seriously jeopardize the financial
viability of the enterprise, and (ii)
reliance by the company on the
exception is expressly approved by the
audit committee of the company’s board
of directors or a comparable body of the
board of directors. The Exchange
proposes to add that the comparable
body of the board of directors which
may approve a company’s reliance on
the financial viability exception must be
comprised solely of independent and
disinterested directors. The Exchange
also proposes to prohibit a company
from issuing, or authorizing its transfer
agent or registrar to issue or register the
securities subject to the shareholder
approval requirements until it has
received written notification from the
Exchange that the financial viability
exception has been granted and the
securities have been approved for
listing.
Section 710 of the Amex Company
Guide currently requires a company that
receives the financial viability exception
to provide notice to shareholders of its
reliance on such exception ten days
before issuance of the subject securities.
The Exchange proposes to require
increased disclosure by requiring the
company to issue a press release ten
days before issuance of the subject
securities. Both the shareholder notice
and press release would need to specify:
(i) The terms of the transaction subject
to the shareholder approval
requirements (including the number of
shares of common stock that could be
issued and the consideration received),
(ii) the fact that the company is relying
on the financial viability exception to
the stockholder approval rules, and (iii)
that such reliance has been approved
either by the audit committee or by
another body of the board of directors
that is comprised solely of independent
and disinterested directors.
Finally, the Exchange proposes minor,
technical changes to Section 401 of the
Amex Company Guide.
2. Statutory Basis
The Exchange believes that the
amended proposed rule change is
consistent with Section 6(b) of the Act,7
Commission, and Courtney McBride, Assistant
General Counsel, Amex, on February 23, 2006.
7 15 U.S.C. 78f(b).
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12737
in general, and furthers the objectives of
Section 6(b)(5) of the Act,8 in particular,
in that it is 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.
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
No written comments were solicited
or received 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 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
arguments concerning the foregoing,
including whether the amended
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
No. SR–Amex–2006–04 on the subject
line.
8 15
U.S.C. 78f(b)(5).
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Federal Register / Vol. 71, No. 48 / Monday, March 13, 2006 / Notices
Paper Comments
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
Station Place, 100 F Street, NE.,
Washington, DC 20549–1090.
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–53398; File No. SR–Amex–
2005–107]
Self-Regulatory Organizations;
American Stock Exchange, Inc.; Notice
of Filing of Proposed Rule Change and
All submissions should refer to File
Amendment Nos. 1 and 2 Relating to
Number SR–Amex–2006–04. This file
Amending Exchange Delisting Rules
number should be included on the
subject line if e-mail is used. To help the To Conform to Recent Amendments to
Commission Rules Regarding Removal
Commission process and review your
From Listing and Withdrawal From
comments more efficiently, please use
only one method. The Commission will Registration
post all comments on the Commission’s March 2, 2006.
Internet Web site (https://www.sec.gov/
Pursuant to Section 19(b)(1) of the
rules/sro.shtml). Copies of the
Securities Exchange Act of 1934 (the
submission, all subsequent
‘‘Act’’),1 and Rule 19b–4 thereunder,2
amendments, all written statements
notice is hereby given that on October
with respect to the proposed rule
24, 2005, the American Stock Exchange,
change that are filed with the
Inc. (‘‘Amex’’ or ‘‘Exchange’’) filed with
Commission, and all written
the Securities and Exchange
communications relating to the
Commission (‘‘Commission’’) the
proposed rule change between the
proposed rule change as described in
Commission and any person, other than Items I, II, and III below, which Items
have been substantially prepared by the
those that may be withheld from the
Exchange. Amex filed Amendment No.
public in accordance with the
1 to the proposal on October 27, 2005.3
provisions of 5 U.S.C. 552, will be
On February 1, 2006, Amex filed
available for inspection and copying in
Amendment No. 2 to the proposal.4 The
the Commission’s Public Reference
Commission is publishing this notice to
Room. Copies of such filing also will be
solicit comments on the proposed rule
available for inspection and copying at
change, as amended, from interested
the principal office of the Amex. All
persons.
comments received will be posted
without change; the Commission does
I. Self-Regulatory Organization’s
not edit personal identifying
Statement of the Terms of Substance of
information from submissions. You
the Proposed Rule Change
should submit only information that
The Exchange proposes to revise
you wish to make available publicly. All Amex Rule 18 and Sections 1010, 1011,
submissions should refer to File
1201, 1202, 1203, 1204, 1205 and 1206
Number SR–Amex–2006–04 and should of the Amex Company Guide with
be submitted on or before April 3, 2006. respect to delisting procedural
requirements as mandated by recent
For the Commission, by the Division of
amendments to Commission rules.
Market Regulation, pursuant to delegated
The text of the proposed rule change
authority.9
is below. Proposed new language is in
Nancy M. Morris,
italics; proposed deletions are in
Secretary.
[brackets].
[FR Doc. E6–3485 Filed 3–10–06; 8:45 am]
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BILLING CODE 8010–01–P
American Stock Exchange Rules
*
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Withdrawal From Listing
Rule 18.
1 15
U.S.C. 78s(b)(1).
CFR 240.19b–4.
3 Amendment No. 1 replaced the original
proposed rule change in its entirety.
4 In Amendment No. 2, Amex added footnotes to
the Form 19b–5 and Exhibit 1 that reference
appropriate sections of the Amex Company Guide;
made grammatical corrections to the proposed rule
text regarding the final effective of the old Amex
rules; and clarified the circumstances under which
the Exchange is authorized to file a Form 25 for
certain corporate actions.
wwhite on PROD1PC61 with NOTICES
2 17
9 17
CFR 200.30–3(a)(12).
VerDate Aug<31>2005
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Rule 18 in the following form is
effective through April 23, 2006. It will
be rescinded after that date and will be
replaced as set forth below.
Balance of rule—No change.
Rule 18 in the following form will be
effective on April 24, 2006.
(a) An issuer may voluntarily apply to
withdraw a class of securities from
listing on the Exchange by filing an
application with the Securities and
Exchange Commission on Form 25,
provided (i) the issuer complies with all
applicable state laws in effect in the
state in which it is incorporated, (ii) the
issuer complies with applicable federal
securities laws, including but not
limited to Rule 12d2–2(c) under the
Securities Exchange Act of 1934 and
(iii) the issuer’s board of directors (or
comparable governing body) approves
such action. The issuer must provide the
Exchange with a certified copy of the
requisite resolutions prior to filing the
Form 25.
(b) An issuer seeking to voluntarily
apply to withdraw a class of securities
from listing on the Exchange pursuant
to paragraph (a) that has received notice
from the Exchange, pursuant to Section
1009 or otherwise, that it is below the
Exchange’s continued listing policies
and standards, or that is aware that it
is below such continued listing policies
and standards notwithstanding that it
has not received such notice from the
Exchange, must disclose that it is no
longer eligible for continued listing
(including the specific continued listing
policies and standards that the issue is
below) in: (i) Its statement of all material
facts relating to the reasons for
withdrawal from listing provided to the
Exchange along with written notice of
its determination to withdraw from
listing required by Rule 12d2–2(c)(2)(ii)
under the Exchange Act and; (ii) its
public press release and Web site notice
required by Rule 12d2–2(c)(2)(iii) under
the Exchange Act.
(c) No application for delisting shall
be filed with the Commission until the
requirements of this rule and § 1010 of
the Exchange’s Company Guide have
been complied with.
(d) The issuer must notify the
Exchange that it has filed Form 25 with
the Securities and Exchange
Commission contemporaneously with
such filing.
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American Stock Exchange Company
Guide
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Procedures for Delisting and Removal
Section 1010.
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]]>Agencies
[Federal Register Volume 71, Number 48 (Monday, March 13, 2006)]
[Notices]
[Pages 12736-12738]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-3485]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-53403; File No. SR-Amex-2006-04]
Self-Regulatory Organizations; American Stock Exchange LLC;
Notice of Filing of Proposed Rule Change and Amendment No. 1 Thereto
Relating to Procedures for Denying Initial and Continued Listing
March 2, 2006.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given
that on January 23, 2006, 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 Amex. On February
22, 2006, Amex 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\ Amendment No. 1 made technical changes to the rule text
submitted in Exhibit 5.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to add new Section 127 and amend Sections
101, 401, 402, 710, 1002, and 1009 of the Amex Company Guide to
increase the transparency of the process associated with staff
determinations to deny the initial or continued listing of a company's
securities on the Amex.
The text of the proposed rule change is available on the Amex's Web
site at https://www.amex.com, at the Amex's principal office, 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. 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
Statutory Basis for, the Proposed Rule Change
1. Purpose
Sections 101 and 1002 of the Amex Company Guide provide broad
discretionary authority to the Exchange to deny initial or continued
listing to a company, the condition or business of which raises public
interest or other qualitative concerns that could undermine investor
confidence in Amex listed securities. The Exchange proposes to add new
Section 127 and amend Sections 101 and 1002 of the Amex Company Guide
to clarify the circumstances in which the Exchange generally uses this
authority and provide greater transparency to listed companies and
applicants.\4\
---------------------------------------------------------------------------
\4\ The Commission notes that this proposed rule change is
substantially similar to a proposal submitted by the National
Association of Securities Dealers, Inc. and approved by the
Commission. See Securities Exchange Act Release No. 52342 (August
26, 2005), 70 FR 52456 (September 2, 2005) (SR-NASD-2004-125).
---------------------------------------------------------------------------
The proposed rule and rule amendments would specify that the
Exchange has authority to deny initial listing to an applicant, impose
additional or more stringent criteria on initial or continued listing
of a company's securities, or delist a company's securities under the
following circumstances:
The listed company or applicant, or an individual
associated with the listed company or applicant, has a history of
regulatory misconduct; \5\
---------------------------------------------------------------------------
\5\ Such individuals would typically be an officer, director,
substantial security holder or consultant to the issuer. The
Exchange proposes in new Section 127, Commentary .01 that an
interest consisting of more than either 5% of the number of shares
of common stock or 5% of the voting power outstanding of an issuer
or party shall be considered a substantial interest and cause the
holder of such an interest to be regarded as a substantial security
holder. Telephone conversation between Jan Woo, Attorney, Division
of Market Regulation, Commission, and Courtney McBride, Assistant
General Counsel, Amex, on February 23, 2006.
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[[Page 12737]]
The listed company or applicant files for protection under
any provision of the federal bankruptcy laws or comparable foreign
laws;
The independent accountants of the listed company or
applicant issue a disclaimer opinion on financial statements required
to be audited;
The financial statements of the listed company or
applicant do not contain a required certification; or
The Exchange determines that the listed company or
applicant entity has violated or evaded applicable corporate governance
standards (for example, by delisting from another marketplace in order
to effect a violative transaction and seeking an Amex listing
thereafter).
Proposed new Section 127 of the Amex Company Guide would explain
the factors used by the Exchange in evaluating whether the regulatory
misconduct of an individual associated with a company should be used as
a basis to deny initial or continued listing, as well as remedial
measures that may serve to mitigate public interest concerns. Section
127 would also state that Sections 101 and 1002 do not provide a basis
for the Exchange to grant exemptions or exceptions from the enumerated
initial or continued listing criteria.
The Exchange is also proposing to update its disclosure policies by
amending Sections 402 and 1009 of the Amex Company Guide. These
proposed amendments would conform the Amex disclosure time frames to
those mandated by the Commission for current reports filed on Form 8-K,
specifically to instructions provided under General Instruction B.1. to
Form 8-K for material disclosed pursuant to Item 3.01 of Form 8-K
(Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing), by reducing to four business days the
time within which a listed company must publicly disclose that the
Exchange has given it written notice that it is noncompliant with one
or more of the continued listing standards. The proposed amendments
would also extend the disclosure obligations applicable to a company
that receives a written delisting notice to include a company that
receives a written notice of noncompliance with a continued listing
requirement. A written notice of noncompliance with a continued listing
requirement may be in the form of either a Warning Letter or a
Deficiency Letter.\6\
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\6\ Telephone conversation between Jan Woo, Attorney, Division
of Market Regulation, Commission, and Courtney McBride, Assistant
General Counsel, Amex, on February 23, 2006.
---------------------------------------------------------------------------
In addition, the Amex proposes certain clarifying amendments to
Section 710 of the Amex Company Guide. Section 710(b) provides that an
exception to the shareholder approval requirements contained in
Sections 711, 712, and 713 may be made upon application to the Exchange
when (i) the delay in securing shareholder approval would seriously
jeopardize the financial viability of the enterprise, and (ii) reliance
by the company on the exception is expressly approved by the audit
committee of the company's board of directors or a comparable body of
the board of directors. The Exchange proposes to add that the
comparable body of the board of directors which may approve a company's
reliance on the financial viability exception must be comprised solely
of independent and disinterested directors. The Exchange also proposes
to prohibit a company from issuing, or authorizing its transfer agent
or registrar to issue or register the securities subject to the
shareholder approval requirements until it has received written
notification from the Exchange that the financial viability exception
has been granted and the securities have been approved for listing.
Section 710 of the Amex Company Guide currently requires a company
that receives the financial viability exception to provide notice to
shareholders of its reliance on such exception ten days before issuance
of the subject securities. The Exchange proposes to require increased
disclosure by requiring the company to issue a press release ten days
before issuance of the subject securities. Both the shareholder notice
and press release would need to specify: (i) The terms of the
transaction subject to the shareholder approval requirements (including
the number of shares of common stock that could be issued and the
consideration received), (ii) the fact that the company is relying on
the financial viability exception to the stockholder approval rules,
and (iii) that such reliance has been approved either by the audit
committee or by another body of the board of directors that is
comprised solely of independent and disinterested directors.
Finally, the Exchange proposes minor, technical changes to Section
401 of the Amex Company Guide.
2. Statutory Basis
The Exchange believes that the amended proposed rule change is
consistent with Section 6(b) of the Act,\7\ in general, and furthers
the objectives of Section 6(b)(5) of the Act,\8\ in particular, in that
it is 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.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
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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
No written comments were solicited or received 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 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
arguments concerning the foregoing, including whether the amended
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 No. SR-Amex-2006-04 on the subject line.
[[Page 12738]]
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, Station Place, 100 F
Street, NE., Washington, DC 20549-1090.
All submissions should refer to File Number SR-Amex-2006-04. This file
number should be included on the subject line if e-mail is used. To
help the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's Internet Web site (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 Room. Copies of such
filing also will be available for inspection and copying at the
principal office of the Amex. 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-2006-04 and should be submitted on or before April
3, 2006.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\9\
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\9\ 17 CFR 200.30-3(a)(12).
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Nancy M. Morris,
Secretary.
[FR Doc. E6-3485 Filed 3-10-06; 8:45 am]
BILLING CODE 8010-01-P
