Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Order Granting Approval of a Proposed Rule Change and Amendment Nos. 1, 2, and 3 To Amend Exchange Delisting Rules To Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registration, 24876-24878 [E6-6318]

Download as PDF 24876 Federal Register / Vol. 71, No. 81 / Thursday, April 27, 2006 / Notices statements with respect to the proposed Joint-SRO Plan amendment that are filed with the Commission, and all written communications relating to the proposed Joint-SRO Plan amendment 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 the filing also will be available for inspection and copying at the principal office of Nasdaq. 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 4–518 and should be submitted on or before May 30, 2006. rmajette on PROD1PC67 with NOTICES III. Commission’s Findings and Order Granting Accelerated Approval of Proposed Plan Amendment The Commission finds that the proposed Joint-SRO Plan amendment is consistent with the requirements of the Act and the rules and regulations thereunder.4 Specifically, the Commission believes that the proposed amendment, which permits Nasdaq to become a participant to the Joint-SRO Plan, is consistent with the requirements of Section 11A of the Act, and Rule 608 of Regulation NMS. The Plan establishes appropriate procedures for market centers to follow in making their monthly reports required pursuant to Rule 605 of Regulation NMS, available to the public in a uniform, readily accessible, and usable electronic format. The proposed amendment to include Nasdaq as a participant in the Joint-SRO Plan will contribute to the maintenance of fair and orderly markets and remove impediments to and perfect the mechanisms of a national market system by facilitating the uniform public disclosure of order execution information by all market centers. The Commission finds good cause to grant temporary effectiveness to the proposed Joint-SRO Plan amendment, for 120 days, until August 25, 2006. The Commission believes that it is necessary and appropriate in the public interest, for the maintenance of fair and orderly markets, to remove impediments to, and perfect mechanisms of, a national market system to allow Nasdaq to become a participant in the Joint-SRO 4 In approving this proposed Joint-SRO Plan amendment, the Commission has considered the proposal’s impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). VerDate Aug<31>2005 15:13 Apr 26, 2006 Jkt 208001 Plan. Nasdaq represents that it hopes to commence operations as a national securities exchange during the second quarter of 2006, and it must join the Plan as a condition of exchange registration. In addition, as a Plan participant, Nasdaq would have timely information on the Plan procedures as they are formulated and modified by the participants. The Commission finds, therefore, that granting temporary effectiveness of the proposed Joint-SRO Plan amendment is appropriate and consistent with section 11A of the Act.5 IV. Conclusion It is therefore ordered, pursuant to section 11A of the Act 6 and Rule 608 of Regulation NMS,7 that the proposed Joint-SRO Plan amendment is approved for 120 days, through August 25, 2006. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.8 J. Lynn Taylor, Assistant Secretary. [FR Doc. E6–6319 Filed 4–26–06; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION SECURITIES AND EXCHANGE COMMISSION [File No. 500–1] In the Matter of Skygivers, Inc.; Order of Suspension of Trading April 25, 2006. It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of Skygivers, Inc. because it has not filed a periodic report since the period ended December 31, 2000. The Commission is of the opinion that the public interest and the protection of investors require a suspension of trading in the securities of the above-listed company. Therefore, it is ordered, pursuant to section 12(k) of the Securities Exchange Act of 1934, that trading in the abovelisted company is suspended for the period from 9:30 a.m. EDT on April 25, 2006, through 11:59 p.m. EDT on May 8, 2006. By the Commission. Jill M. Peterson, Assistant Secretary. [FR Doc. 06–4010 Filed 4–25–06; 11:26 am] BILLING CODE 8010–01–P [File No. 500–1] In the Matter of Bullhide Corp.; Order of Suspension of Trading SECURITIES AND EXCHANGE COMMISSION April 25, 2006. [Release No. 34–53686; File No. SR–CHX– 2005–27] It appears to the Securities and Exchange Commission that there is a lack of current and accurate information concerning the securities of Bullhide Corp (a/k/a Bullhide Liner Corp.) because it has not filed a periodic report since the period ended December 31, 1999. 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 company. Therefore, it is ordered, pursuant to Section 12(k) of the Securities Exchange Act of 1934, that trading in the abovelisted company is suspended for the period from 9:30 a.m. EDT on April 25, 2006, through 11:59 p.m. EDT on May 8, 2006. By the Commission. Jill M. Peterson, Assistant Secretary. [FR Doc. 06–4009 Filed 4–25–06; 11:26 am] BILLING CODE 8010–01–P 5 15 U.S.C. 78k–1. U.S.C. 78k–1. 7 17 CFR 242.608. 8 17 CFR 200.30–3(a)(29). Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; Order Granting Approval of a Proposed Rule Change and Amendment Nos. 1, 2, and 3 To Amend Exchange Delisting Rules To Conform to Recent Amendments to Commission Rules Regarding Removal From Listing and Withdrawal From Registration April 20, 2006. I. Introduction On October 17, 2005, the Chicago Stock Exchange, Inc. (‘‘CHX’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘SEC’’ or ‘‘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 amend Exchange delisting rules to conform to recent amendments to Commission rules regarding removal from listing and withdrawal from registration. On December 14, 2005, 6 15 PO 00000 Frm 00038 Fmt 4703 1 15 2 17 Sfmt 4703 E:\FR\FM\27APN1.SGM U.S.C. 78s(b)(1). CFR 240.19b–4. 27APN1 Federal Register / Vol. 71, No. 81 / Thursday, April 27, 2006 / Notices CHX filed Amendment No. 1 to the proposed rule change.3 On February 17, 2006, CHX filed Amendment No. 2 to the proposed rule change.4 On March 15, 2006, CHX filed Amendment No. 3 to the proposal.5 The proposed rule change, as amended, was published for comment in the Federal Register on March 21, 2006.6 No comments were received regarding the proposal. This order approves the proposed rule change, as amended. II. Description of the Proposed Rule Change rmajette on PROD1PC67 with NOTICES Section 12 of the Act7 and Rule 12d2– 2 thereunder8 (‘‘SEC Rule 12d2–2’’) govern the process for the delisting and deregistration of securities listed on national securities exchanges. Recent amendments to SEC Rule 12d2–2 (‘‘amended SEC Rule 12d2–2’’) and other Commission rules require the electronic filing of revised Form 25 on the Commission’s Electronic Data Gathering, Analysis, and Retrieval (‘‘EDGAR’’) system by exchanges and issuers for all delistings, other than delistings of standardized options and securities futures, which are exempted.9 In the case of exchange-initiated delistings, amended SEC Rule 12d2–2(b) states that a national securities exchange may file an application on Form 25 to strike a class of securities from listing and/or withdraw the registration of such securities, in accordance with its rules, 3 In Amendment No. 1, CHX made several changes to the proposed rule text of CHX Article XXVIII, Rule 4 to clarify the organization of the Rule; incorporate the requirement that issuers provide notice to the Exchange upon filing a Form 25; and clarify the effective dates for the old and the new CHX Rule 4. 4 In Amendment No. 2, CHX included new language to the proposed rule text of CHX Article XXVIII, Rule 4 relating to the timing of certain issuer obligations under amended SEC Rule 12d2– 2 and made other grammatical corrections to the proposed rule text. 5 In Amendment No. 3, CHX included new language to the proposed rule text of CHX Article XXVIII, Rule 4 stating that if an issuer seeks to voluntarily withdraw its securities from listing and has either received notice from the Exchange that it is below the Exchange’s continued listing policies and standards, or is aware that it is below such continued listing policies and standards even if it has not received such notice from the Exchange, the issuer 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 written notice to the Exchange of its determination to withdraw from listing required by amended Rule 12d2–2(c)(2)(ii) under the Act; and (ii) its public press release and website notice required by amended Rule 12d2–2(c)(2)(iii) under the Act. 6 See Securities Exchange Act Release No. 53493 (March 16, 2006), 71 FR 14265. 7 15 U.S.C. 78l. 8 17 CFR 240.12d2–2. 9 See Securities Exchange Act Release No. 52029 (July 14, 2005), 70 FR 42456 (July 22, 2005). VerDate Aug<31>2005 15:13 Apr 26, 2006 Jkt 208001 24877 if the rules of such exchange, at a minimum, provide for: 10 (i) Notice to the issuer of the exchange’s decision to delist its securities; (ii) An opportunity for appeal to the exchange’s board of directors, or to a committee designated by the board; and (iii) Public notice of the national securities exchange’s final determination to remove the security from listing and/or registration, by issuing a press release and posting notice on its Web site. Public notice must be disseminated no fewer than 10 days before the delisting becomes effective pursuant to amended SEC Rule 12d2–2(d)(1), and must remain posted on its Web site until the delisting is effective. The Exchange proposes to amend the text of its Article XXVIII, Rule 4 relating to the delisting of securities to comply with the requirements of recently amended SEC Rule 12d2–2. With respect to the above requirements set forth in amended SEC Rule 12d2–2(b), CHX Article XXVIII, Rule 4 currently provides the requisite issuer notice as well as an opportunity for appeal to a committee designated by the Board. As required under amended SEC Rule 12d2–2(b)(1), CHX proposes to state in CHX Article XXVIII, Rule 4(f) that when a final determination is made with respect to the delisting of one or more securities of an issuer, the Exchange’s Secretary promptly would provide public notice of that determination by issuing a press release and posting notice on the Exchange’s Web site. This notice would be disseminated no fewer than 10 days before the delisting becomes effective and would remain posted on the Exchange’s Web site until the delisting is effective. The proposed rule change also states that the Exchange will file Form 25 with the Commission and provide a copy to the issuer. In the case of an issuer-initiated delisting, CHX Article XXVIII, Rule 4 currently requires that in the absence of special circumstances, a security would not be removed from listing and/or registration upon application of the issuer, unless the issuer files with the Exchange a certified copy of a resolution adopted by the board of directors of the issuer authorizing withdrawal from listing and registration. This provision would be retained in the CHX’s amended Rule. CHX’s proposal would add a new requirement that the issuer must file a copy of Form 25 with the Exchange immediately after filing the Form 25 with the Commission. In addition, CHX proposes revisions to CHX Article XXVIII, Rule 4(b) that would set forth, in general terms, the process that should be followed pursuant to amended SEC Rule 12d2–2 when an issuer seeks to voluntarily withdraw the listing or registration of a security on the Exchange. In such instances, CHX proposes to require the issuer to: (i) Comply with the Exchange’s rules for delisting and applicable state laws; (ii) Submit written notice to the Exchange, no fewer than ten days before filing a Form 25, of its intent to withdraw its security; and (iii) Issue public notice of its intent to withdraw from listing and registration; and (iv) File Form 25 with the Commission. CHX also proposes that an issuer seeking to voluntarily apply to withdraw a class of securities from listing on the Exchange that has received notice from the Exchange 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 written notice of its determination to withdraw from listing required by amended SEC Rule 12d2–2(c)(2)(ii) and; (ii) its public press release and Web site notice required by amended SEC Rule 12d2– 2(c)(2)(iii). Finally, the proposal makes other non-substantive changes (such as inserting headings and making the text part of the rule itself, rather than an interpretation to the rule) that are designed to make the rule easier to read. 10 See also Form 8–K (Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing), which sets forth disclosure requirements for issuers that do not satisfy listing standards. 11 In approving this proposal, the Commission has considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). 12 15 U.S.C. 78f. PO 00000 Frm 00039 Fmt 4703 Sfmt 4703 III. Discussion 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 11 and, in particular, the requirements of section 6 of the Act.12 Specifically, as discussed below, the Commission finds that the proposal is consistent with section 6(b)(5) of the E:\FR\FM\27APN1.SGM 27APN1 24878 Federal Register / Vol. 71, No. 81 / Thursday, April 27, 2006 / Notices Act,13 which requires, in part, that the rules of an 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, and 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. Further, as noted in more detail below, the changes being adopted by CHX meet the requirements of amended SEC Rule 12d2–2. rmajette on PROD1PC67 with NOTICES A. Exchange Delisting Amended SEC Rule 12d2–2(b) states that a national securities exchange may file an application on Form 25 to strike a class of securities from listing and/or withdraw the registration of such securities, in accordance with its rules, if the rules of such exchange, at a minimum, provide for notice to the issuer of the exchange’s decision to delist, opportunity for appeal, and public notice of the exchange’s final determination to delist. The Commission believes that CHX’s current rules and proposal comply with the dictates of amended SEC Rule 12d2– 2(b). CHX Article XXVIII, Rule 4 currently provides the requisite issuer notice as well as an opportunity for appeal to a committee designated by the Board. Specifically, issuers may appeal the Hearing Examiner’s delisting determinations to the Board’s Executive Committee.14 In addition, the proposed rule change will provide for public notice of the Exchange’s final determination to remove the security from listing and/or registration. This should ensure that investors have adequate notice of an exchange delisting and is consistent with the protection of investors under section 6(b)(5) of the Act.15 B. Issuer Voluntary Delisting In the case of an issuer-initiated delisting, CHX proposes revisions to CHX Article XXVIII, Rule 4(b) that would set forth, in general terms, the process that should be followed when an issuer seeks to voluntarily withdraw the listing or registration of a security on the Exchange, including the issuer’s obligation to file Form 25 with the Commission (and to submit it to the 13 15 U.S.C. 78f(b)(5). CHX Article XXVIII, Article 4. 15 15 U.S.C. 78f(b)(5). 14 See VerDate Aug<31>2005 15:13 Apr 26, 2006 Jkt 208001 Exchange) and the Exchange’s obligation to provide public notice of an issuer’s voluntary request to delist securities. In the case of an issuerinitiated delisting, CHX proposes to require the issuer to: (i) Comply with the Exchange’s rules for delisting and applicable state laws; (ii) Submit written notice to the Exchange, no fewer than ten days before filing a Form 25, of its intent to withdraw its security; and (iii) Issue public notice of its intent to withdraw from listing and registration; and (iv) File Form 25 with the Commission. The Commission believes that the amendments will fully inform issuers of the requirements for voluntary delisting of their securities under CHX rules and federal securities laws. The proposal also sets forth a new requirement not in amended SEC Rule 12d2–2 that would require the issuer to file a copy of Form 25 with the Exchange immediately after filing Form 25 with the Commission. This requirement will allow the Exchange to be fully informed of the actual filing of a Form 25 and be prepared to take timely action to delist the security in accordance with the filing of the Form. CHX also proposes that an issuer seeking to voluntarily apply to withdraw a class of securities from listing on the Exchange that has received notice from the Exchange 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 amended SEC Rule 12d2–2(c)(2)(ii) and; (ii) its public press release and Web site notice required by amended SEC Rule 12d2–2(c)(2)(iii). The Commission believes that this requirement will allow shareholders to be informed and aware that the issuer has failed to meet Exchange listing standards and is voluntarily delisting. Issuers will therefore not be permitted to delist voluntarily without public disclosure of their noncompliance with Exchange listing standards. PO 00000 Frm 00040 Fmt 4703 Sfmt 4703 IV. Conclusion It is therefore ordered, pursuant to section 19(b)(2) of the Act,16 that the proposed rule change (File No. SR– CHX–2005–27), as amended, is approved. For the Commission, by the Division of Market Regulation, pursuant to delegated authority.17 J. Lynn Taylor, Assistant Secretary. [FR Doc. E6–6318 Filed 4–26–06; 8:45 am] BILLING CODE 8010–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–53687; File No. SR–NASD– 2006–015] Self-Regulatory Organizations; National Association of Securities Dealers, Inc.; Order Approving Proposed Rule Change To Establish the Nasdaq Halt Cross April 20, 2006. On January 31, 2006, the National Association of Securities Dealers, Inc. (‘‘NASD’’), through its subsidiary, The Nasdaq Stock Market, Inc. (‘‘Nasdaq’’), filed with the Securities and Exchange Commission (‘‘Commission’’) a proposed rule change pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 to establish the Nasdaq Halt Cross. On February 16, 2006, Nasdaq filed Amendment No. 1 to the proposed rule change. On March 6, 2006, Nasdaq filed Amendment No. 2 to the proposed rule change. The proposed rule change, as amended by Amendment Nos. 1 and 2, was published for comment in the Federal Register on March 21, 2006.3 The Commission received no comments on the proposal. On April 17, 2006, Nasdaq filed Amendment No. 3 to the proposed rule change to make NASD Rule 4703(b)(2)(B) parallel to NASD Rule 4703(a)(2)(B).4 This order approves the proposed rule change, as amended. 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 16 Id. 17 17 CFR 200.30–3(a)(12). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 3 See Securities Exchange Act Release No. 53488 (March 15, 2006), 71 FR 14272. 4 Amendment No. 3 was a technical amendment and therefore not subject to notice and comment. 1 15 E:\FR\FM\27APN1.SGM 27APN1

Agencies

SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 71, Number 81 (Thursday, April 27, 2006)]
[Notices]
[Pages 24876-24878]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E6-6318]


-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-53686; File No. SR-CHX-2005-27]


Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; 
Order Granting Approval of a Proposed Rule Change and Amendment Nos. 1, 
2, and 3 To Amend Exchange Delisting Rules To Conform to Recent 
Amendments to Commission Rules Regarding Removal From Listing and 
Withdrawal From Registration

April 20, 2006.

I. Introduction

    On October 17, 2005, the Chicago Stock Exchange, Inc. (``CHX'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``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 amend Exchange delisting rules 
to conform to recent amendments to Commission rules regarding removal 
from listing and withdrawal from registration. On December 14, 2005,

[[Page 24877]]

CHX filed Amendment No. 1 to the proposed rule change.\3\ On February 
17, 2006, CHX filed Amendment No. 2 to the proposed rule change.\4\ On 
March 15, 2006, CHX filed Amendment No. 3 to the proposal.\5\ The 
proposed rule change, as amended, was published for comment in the 
Federal Register on March 21, 2006.\6\ No comments were received 
regarding the proposal. This order approves the proposed rule change, 
as amended.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ In Amendment No. 1, CHX made several changes to the proposed 
rule text of CHX Article XXVIII, Rule 4 to clarify the organization 
of the Rule; incorporate the requirement that issuers provide notice 
to the Exchange upon filing a Form 25; and clarify the effective 
dates for the old and the new CHX Rule 4.
    \4\ In Amendment No. 2, CHX included new language to the 
proposed rule text of CHX Article XXVIII, Rule 4 relating to the 
timing of certain issuer obligations under amended SEC Rule 12d2-2 
and made other grammatical corrections to the proposed rule text.
    \5\ In Amendment No. 3, CHX included new language to the 
proposed rule text of CHX Article XXVIII, Rule 4 stating that if an 
issuer seeks to voluntarily withdraw its securities from listing and 
has either received notice from the Exchange that it is below the 
Exchange's continued listing policies and standards, or is aware 
that it is below such continued listing policies and standards even 
if it has not received such notice from the Exchange, the issuer 
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 written notice to the Exchange 
of its determination to withdraw from listing required by amended 
Rule 12d2-2(c)(2)(ii) under the Act; and (ii) its public press 
release and website notice required by amended Rule 12d2-
2(c)(2)(iii) under the Act.
    \6\ See Securities Exchange Act Release No. 53493 (March 16, 
2006), 71 FR 14265.
---------------------------------------------------------------------------

II. Description of the Proposed Rule Change

    Section 12 of the Act\7\ and Rule 12d2-2 thereunder\8\ (``SEC Rule 
12d2-2'') govern the process for the delisting and deregistration of 
securities listed on national securities exchanges. Recent amendments 
to SEC Rule 12d2-2 (``amended SEC Rule 12d2-2'') and other Commission 
rules require the electronic filing of revised Form 25 on the 
Commission's Electronic Data Gathering, Analysis, and Retrieval 
(``EDGAR'') system by exchanges and issuers for all delistings, other 
than delistings of standardized options and securities futures, which 
are exempted.\9\
---------------------------------------------------------------------------

    \7\ 15 U.S.C. 78l.
    \8\ 17 CFR 240.12d2-2.
    \9\ See Securities Exchange Act Release No. 52029 (July 14, 
2005), 70 FR 42456 (July 22, 2005).
---------------------------------------------------------------------------

    In the case of exchange-initiated delistings, amended SEC Rule 
12d2-2(b) states that a national securities exchange may file an 
application on Form 25 to strike a class of securities from listing 
and/or withdraw the registration of such securities, in accordance with 
its rules, if the rules of such exchange, at a minimum, provide for: 
\10\
---------------------------------------------------------------------------

    \10\ See also Form 8-K (Item 3.01. Notice of Delisting or 
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of 
Listing), which sets forth disclosure requirements for issuers that 
do not satisfy listing standards.
---------------------------------------------------------------------------

    (i) Notice to the issuer of the exchange's decision to delist its 
securities;
    (ii) An opportunity for appeal to the exchange's board of 
directors, or to a committee designated by the board; and
    (iii) Public notice of the national securities exchange's final 
determination to remove the security from listing and/or registration, 
by issuing a press release and posting notice on its Web site. Public 
notice must be disseminated no fewer than 10 days before the delisting 
becomes effective pursuant to amended SEC Rule 12d2-2(d)(1), and must 
remain posted on its Web site until the delisting is effective.
    The Exchange proposes to amend the text of its Article XXVIII, Rule 
4 relating to the delisting of securities to comply with the 
requirements of recently amended SEC Rule 12d2-2. With respect to the 
above requirements set forth in amended SEC Rule 12d2-2(b), CHX Article 
XXVIII, Rule 4 currently provides the requisite issuer notice as well 
as an opportunity for appeal to a committee designated by the Board. As 
required under amended SEC Rule 12d2-2(b)(1), CHX proposes to state in 
CHX Article XXVIII, Rule 4(f) that when a final determination is made 
with respect to the delisting of one or more securities of an issuer, 
the Exchange's Secretary promptly would provide public notice of that 
determination by issuing a press release and posting notice on the 
Exchange's Web site. This notice would be disseminated no fewer than 10 
days before the delisting becomes effective and would remain posted on 
the Exchange's Web site until the delisting is effective. The proposed 
rule change also states that the Exchange will file Form 25 with the 
Commission and provide a copy to the issuer.
    In the case of an issuer-initiated delisting, CHX Article XXVIII, 
Rule 4 currently requires that in the absence of special circumstances, 
a security would not be removed from listing and/or registration upon 
application of the issuer, unless the issuer files with the Exchange a 
certified copy of a resolution adopted by the board of directors of the 
issuer authorizing withdrawal from listing and registration. This 
provision would be retained in the CHX's amended Rule. CHX's proposal 
would add a new requirement that the issuer must file a copy of Form 25 
with the Exchange immediately after filing the Form 25 with the 
Commission.
    In addition, CHX proposes revisions to CHX Article XXVIII, Rule 
4(b) that would set forth, in general terms, the process that should be 
followed pursuant to amended SEC Rule 12d2-2 when an issuer seeks to 
voluntarily withdraw the listing or registration of a security on the 
Exchange. In such instances, CHX proposes to require the issuer to:
    (i) Comply with the Exchange's rules for delisting and applicable 
state laws;
    (ii) Submit written notice to the Exchange, no fewer than ten days 
before filing a Form 25, of its intent to withdraw its security; and
    (iii) Issue public notice of its intent to withdraw from listing 
and registration; and
    (iv) File Form 25 with the Commission.
    CHX also proposes that an issuer seeking to voluntarily apply to 
withdraw a class of securities from listing on the Exchange that has 
received notice from the Exchange 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 written notice of its determination to withdraw from 
listing required by amended SEC Rule 12d2-2(c)(2)(ii) and; (ii) its 
public press release and Web site notice required by amended SEC Rule 
12d2-2(c)(2)(iii).
    Finally, the proposal makes other non-substantive changes (such as 
inserting headings and making the text part of the rule itself, rather 
than an interpretation to the rule) that are designed to make the rule 
easier to read.

III. Discussion

    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 \11\ and, in 
particular, the requirements of section 6 of the Act.\12\ Specifically, 
as discussed below, the Commission finds that the proposal is 
consistent with section 6(b)(5) of the

[[Page 24878]]

Act,\13\ which requires, in part, that the rules of an 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, and 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. Further, as 
noted in more detail below, the changes being adopted by CHX meet the 
requirements of amended SEC Rule 12d2-2.
---------------------------------------------------------------------------

    \11\ In approving this proposal, the Commission has considered 
the proposed rule's impact on efficiency, competition, and capital 
formation. See 15 U.S.C. 78c(f).
    \12\ 15 U.S.C. 78f.
    \13\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

A. Exchange Delisting

    Amended SEC Rule 12d2-2(b) states that a national securities 
exchange may file an application on Form 25 to strike a class of 
securities from listing and/or withdraw the registration of such 
securities, in accordance with its rules, if the rules of such 
exchange, at a minimum, provide for notice to the issuer of the 
exchange's decision to delist, opportunity for appeal, and public 
notice of the exchange's final determination to delist. The Commission 
believes that CHX's current rules and proposal comply with the dictates 
of amended SEC Rule 12d2-2(b).
    CHX Article XXVIII, Rule 4 currently provides the requisite issuer 
notice as well as an opportunity for appeal to a committee designated 
by the Board. Specifically, issuers may appeal the Hearing Examiner's 
delisting determinations to the Board's Executive Committee.\14\ In 
addition, the proposed rule change will provide for public notice of 
the Exchange's final determination to remove the security from listing 
and/or registration. This should ensure that investors have adequate 
notice of an exchange delisting and is consistent with the protection 
of investors under section 6(b)(5) of the Act.\15\
---------------------------------------------------------------------------

    \14\ See CHX Article XXVIII, Article 4.
    \15\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Issuer Voluntary Delisting

    In the case of an issuer-initiated delisting, CHX proposes 
revisions to CHX Article XXVIII, Rule 4(b) that would set forth, in 
general terms, the process that should be followed when an issuer seeks 
to voluntarily withdraw the listing or registration of a security on 
the Exchange, including the issuer's obligation to file Form 25 with 
the Commission (and to submit it to the Exchange) and the Exchange's 
obligation to provide public notice of an issuer's voluntary request to 
delist securities. In the case of an issuer-initiated delisting, CHX 
proposes to require the issuer to:
    (i) Comply with the Exchange's rules for delisting and applicable 
state laws;
    (ii) Submit written notice to the Exchange, no fewer than ten days 
before filing a Form 25, of its intent to withdraw its security; and
    (iii) Issue public notice of its intent to withdraw from listing 
and registration; and
    (iv) File Form 25 with the Commission.
    The Commission believes that the amendments will fully inform 
issuers of the requirements for voluntary delisting of their securities 
under CHX rules and federal securities laws.
    The proposal also sets forth a new requirement not in amended SEC 
Rule 12d2-2 that would require the issuer to file a copy of Form 25 
with the Exchange immediately after filing Form 25 with the Commission. 
This requirement will allow the Exchange to be fully informed of the 
actual filing of a Form 25 and be prepared to take timely action to 
delist the security in accordance with the filing of the Form.
    CHX also proposes that an issuer seeking to voluntarily apply to 
withdraw a class of securities from listing on the Exchange that has 
received notice from the Exchange 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 amended SEC Rule 12d2-2(c)(2)(ii) and; (ii) its public press release 
and Web site notice required by amended SEC Rule 12d2-2(c)(2)(iii). The 
Commission believes that this requirement will allow shareholders to be 
informed and aware that the issuer has failed to meet Exchange listing 
standards and is voluntarily delisting. Issuers will therefore not be 
permitted to delist voluntarily without public disclosure of their 
noncompliance with Exchange listing standards.

IV. Conclusion

    It is therefore ordered, pursuant to section 19(b)(2) of the 
Act,\16\ that the proposed rule change (File No. SR-CHX-2005-27), as 
amended, is approved.
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    \16\ Id.
    \17\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\17\
J. Lynn Taylor,
Assistant Secretary.
 [FR Doc. E6-6318 Filed 4-26-06; 8:45 am]
BILLING CODE 8010-01-P

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