Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, Relating to the Definition of Common Stock, 52193-52195 [E7-17961]
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Federal Register / Vol. 72, No. 176 / Wednesday, September 12, 2007 / Notices
or otherwise in furtherance of the
purposes of the Act.
IV. Solicitation of Comments
Interested persons are invited to
submit written data, views, and
arguments concerning the foregoing,
including whether the proposed rule
change is consistent with the Act.
Comments may be submitted by any of
the following methods:
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.9
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–17960 Filed 9–11–07; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
Electronic Comments
[Release No. 34–56369; File No. SR–Phlx–
2007–56]
• 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–Phlx–2007–66 on the
subject line.
Self-Regulatory Organizations;
Philadelphia Stock Exchange, Inc.;
Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change, as Modified by Amendment
No. 1 Thereto, Relating to the
Definition of Common Stock
Paper Comments
September 6, 2007.
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 August 2,
2007, the Philadelphia Stock Exchange,
Inc. (‘‘Phlx’’ or ‘‘Exchange’’) filed with
the Securities and Exchange
All submissions should refer to File
Commission (‘‘Commission’’) the
Number SR–Phlx–2007–66. This file
proposed rule change as described in
number should be included on the
subject line if e-mail is used. To help the Items I and II below, which Items have
been substantially prepared by the
Commission process and review your
Exchange. On August 30, 2007, the
comments more efficiently, please use
only one method. The Commission will Exchange filed Amendment No. 1 to the
post all comments on the Commission’s proposed rule change. The Commission
is publishing this notice to solicit
Internet Web site (https://www.sec.gov/
comments on the proposed rule change,
rules/sro.shtml). Copies of the
as amended, from interested persons.
submission, all subsequent
jlentini on PROD1PC65 with NOTICES
• Send paper comments in triplicate
to Nancy M. Morris, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
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, 100 F Street, NE., Washington,
DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m.
Copies of such filing also will be
available for inspection and copying at
the principal office of the Phlx. 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–Phlx–2007–66 and should
be submitted on or before October 3,
2007.
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18:43 Sep 11, 2007
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I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to adopt Phlx
Rule 800 providing for a definition of
the term ‘‘common stock,’’ as used in
Phlx Rules 800–899. In those rules, the
term ‘‘common stock’’ will include any
security of an issuer designated as
common stock and any security of an
issuer, however designated, which by
statute or by its terms, is a common
stock (e.g., a security which entitles the
holders thereof to vote generally on
matters submitted to the issuer’s
security holders for a vote). This
definition is substantially similar to
NYSEArca Equities Rule 5.1(b)(12). The
text of the proposed rule change is
available on the Exchange’s Web site at
https://www.Phlx.com/exchange/
phlx_rule_fil.html, at the Exchange, and
at the Commission’s Public Reference
Room.
9 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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52193
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of, and basis for,
the proposed rule change. The text of
these statements may be examined at
the places specified in Item IV below.
The Exchange has prepared summaries,
set forth in Sections A, B, and C below,
of the most significant aspects of such
statements.
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The purpose of the proposed rule
change is to adopt Phlx Rule 800
providing for a definition of the term
common stock as used in Phlx Rules
800–899.3 The term common stock is
typically used to refer to a security
issued by corporations in the United
States, whose holders have a residual
right to the corporation. However, at
times, another name may be given to
this security or this type of security may
not be issued by a corporation.4 Phlx
believes that the proposed definition
reflects the fact that the term common
stock is not always given to a security
that has the characteristics of a common
stock or that the issuer of this type of
security is not always a corporation.
By adopting this new, expanded
definition of common stock, Phlx would
be permitted to list and trade, pursuant
to unlisted trading privileges (‘‘UTP’’),
securities of issuers that have the
characteristics of common stock, even
though the security is not designated as
common stock. Phlx is permitted to
trade certain securities that are not
listed on Phlx pursuant to provisions of
the Act, the rules thereunder, and Phlx
Rules. Section 12(f)(1)(A)(i) of the Act
states that ‘‘any national securities
exchange, in accordance with the
requirements of this subsection and the
rules hereunder, may extend unlisted
trading privileges to any security that is
listed and registered on a national
3 The proposed definition in Phlx Rule 800(a) is
identical to the definition of common stock in Phlx
Rule 812(d)(2), which, by its terms, is limited to
Phlx Rule 812. The definition in proposed Phlx
Rule 800(a) would be applicable to Phlx Rules 800–
899.
4 For example, the Blackstone Group, L.P., a
limited partnership, recently listed their common
units representing limited partner interests on the
New York Stock Exchange (‘‘NYSE’’). However, the
NYSE Web site page on Blackstone Group, L.P.,
https://www.nyse.com/about/listed/bx.html,
describes the security as common stock.
E:\FR\FM\12SEN1.SGM
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52194
Federal Register / Vol. 72, No. 176 / Wednesday, September 12, 2007 / Notices
securities exchange * * * .’’ 5 Rule 12f–
5 under the Act states that ‘‘[a] national
securities exchange shall not extend
unlisted trading privileges to any
security unless the national securities
exchange has in effect a rule or rules
providing for transactions in the class or
type of security to which the exchange
extends unlisted trading privileges.’’ 6
Generally, Phlx Rule 801 permits the
Exchange to trade securities pursuant to
UTP.7 In addition, Phlx Rules 160–189
describe the operation of Phlx’s
electronic equity trading system, XLE,
for transactions in, among other things,
common stock and the responsibilities
of XLE Participants 8 using XLE.
Phlx has listing standards for common
stock.9 The listing standards set forth
minimum quantitative requirements for
both the issuer 10 and the security,11 and
standards for the security’s voting
rights.12 However, Phlx’s current listing
standards for common stock would not
apply to certain securities covered by
the expanded definition of common
stock proposed herein. With the
adoption of the proposed expanded
definition of common stock, the current
listing standards for common stock in
Rule 803(a) would apply to such
securities and accordingly, as described
5 15
U.S.C. 781(f)(1)(A)(i).
CFR 240.12f–5.
7 Phlx Rule 801 states ‘‘[o]nly such securities as
shall have been approved by the Exchange for
listing or admission pursuant to unlisted trading
privileges shall be dealt in on the Exchange.’’
8 XLE Participants are Phlx members, Phlx
member organizations, their Sponsored Participants
(non-members who are sponsored by Phlx member
organizations) and individuals authorized by Phlx
member organizations or Sponsored Participants to
enter orders on XLE. See Phlx Rule 1(nn).
9 See Phlx Rule 803(a).
10 Phlx Rule 803(a)(1)–(2) provides:
‘‘The listing criteria for Tier I Issues are as
follows:
(a) In the case of Common Stock:
(1) Net Tangible Assets—Total assets (including
the value of patents, copyrights and trademarks but
excluding the value of goodwill) less total liabilities
of at least $4,000,000.
(2) Earnings—Pretax income of $750,000 and net
income of at least $400,000 in its last fiscal year.’’
11 Phlx Rule 803(a)(3)–(4) provides:
‘‘The listing criteria for Tier I Issues are as
follows:
(a) In the case of Common Stock:
* * * * *
(3) Public Distribution—at least 500,000 publicly
held shares and at least 800 public shareholders if
the issuer has between 500,000 and 1 million shares
publicly held, or at least 400 public shareholders
if the issuer has either (i) over 1 million shares
publicly held or (ii) over 500,000 shares publicly
held and average daily trading volume in excess of
2,000 shares per day for a six month period
preceding the date of application.
(4) Stock Price/Market Value of Shares Publicly
Held—$5 per share on each of the five business
days prior to the application date and $3,000,000
aggregate market value.’’
12 See Phlx Rules 803(a)(5) and 812.
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6 17
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18:43 Sep 11, 2007
Jkt 211001
above, such securities would be eligible
for trading pursuant to UTP. Further,
Phlx would apply the same quantitative
criteria in Phlx Rule 803(a) to an issuer,
and its security designated as common
stock, applying to list under this
expanded definition of common stock as
it would to a corporation listing its
common stock.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act,13 in general, and furthers the
objectives of Section 6(b)(5) of the Act,14
in particular, in that it is designed 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, by
providing an additional venue for the
listing and trading, pursuant to UTP, of
common stock to which the proposed
definition would apply.
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
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 17 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 18
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. Phlx has requested that
the Commission waive the 30-day
operative delay. The Commission
believes that waiving the 30-day
operative delay is consistent with the
protection of investors and the public
interest because the proposed definition
of common stock is identical to
NYSEArca Equities Rule 5.1(b)(12) and
raises no new regulatory issues.
Moreover, waiving the operative delay
will allow the Exchange, pursuant to its
current listing standards and UTP, to
immediately list and trade securities
that now fall within this new definition
of common stock, providing an
additional venue for such securities. For
these reasons, the Commission
designates that the proposed rule
change become operative
immediately.19
At any time within 60 days of the
filing of the proposed rule change, the
Commission may summarily abrogate
the rule change if it appears to the
Commission that such action is
necessary or appropriate in the public
interest, for the protection of investors,
or otherwise in furtherance of the
purposes of the Act.20
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
Because the proposed rule change: (i)
Does not significantly affect the
protection of investors or the public
interest; (ii) does not impose any
significant burden on competition; and
(iii) does not become operative for 30
days after the date of the filing, or such
shorter time as the Commission may
designate if consistent with the
protection of investors and the public
interest, the proposed rule change has
become effective pursuant to Section
19(b)(3)(A) of the Act 15 and Rule 19b–
4(f)(6) thereunder.16
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–Phlx–2007–56 on the
subject line.
No written comments were either
solicited or received.
13 15
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
15 15 U.S.C. 78s(b)(3)(A).
16 17 CFR 240.19b–4(f)(6). Pursuant to Rule 19b–
4(f)(6)(iii) under the Act, the Exchange is required
to give the Commission written notice of its intent
to file the proposed rule change, along with a brief
description and text of the proposed rule change,
at least five business days prior to the date of filing
of the proposed rule change, or such shorter time
14 15
PO 00000
Frm 00150
Fmt 4703
Sfmt 4703
as designated by the Commission. The Exchange
has satisfied the five-day pre-filing requirement.
17 17 CFR 240.19b–4(f)(6).
18 17 CFR 240.19b–4(f)(6)(iii).
19 For purposes only of waiving the 30-day
operative delay, the Commission has considered the
proposed rule’s impact on efficiency, competition,
and capital formation. 15 U.S.C. 78c(f).
20 For purposes of calculating the 60-day period
within which the Commission may summarily
abrogate the proposed rule change, the Commission
considers the period to commence on August 30,
2007, the date on which the Exchange filed
Amendment No. 1.
E:\FR\FM\12SEN1.SGM
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Federal Register / Vol. 72, No. 176 / Wednesday, September 12, 2007 / Notices
SW., Washington, DC, 20593–0001. The
primary purpose of the meeting is to
• Send paper comments in triplicate
begin preparations for the 51st Session
to Nancy M. Morris, Secretary,
of the International Maritime
Securities and Exchange Commission,
Organization (IMO) Sub-Committee on
100 F Street, NE., Washington, DC
Stability and Load Lines and on Fishing
20549–1090.
Vessels Safety to be held at IMO
All submissions should refer to File
Headquarters in London, England from
Number SR–Phlx–2007–56. This file
July 14th to July 18th, 2008.
number should be included on the
The primary matters to be considered
subject line if e-mail is used. To help the include:
Commission process and review your
—Development of explanatory notes for
comments more efficiently, please use
harmonized International Convention
only one method. The Commission will
for the Safety of Life at Sea (SOLAS)
post all comments on the Commission’s
Chapter II–1;
Internet Web site (https://www.sec.gov/
—Revision of the Intact Stability Code;
rules/sro.shtml). Copies of the
—Safety of small fishing vessels;
submission, all subsequent
—Development of options to improve
amendments, all written statements
effect on ship design and safety of the
with respect to the proposed rule
International Convention on Tonnage
change that are filed with the
Measurement of Ships, 1969 (TM
Commission, and all written
Convention);
communications relating to the
—Review of guidelines for uniform
proposed rule change between the
operating limitations on high-speed
Commission and any person, other than
craft, prepared by the Sub-Committee
those that may be withheld from the
on Ship Design and Equipment (DE);
public in accordance with the
—Time-dependent survivability of
provisions of 5 U.S.C. 552, will be
passenger ships in damaged
available for inspection and copying in
condition;
the Commission’s Public Reference
—Guidance on the impact of open
Room, on official business days between
watertight doors on existing and new
the hours of 10 a.m. and 3 p.m. Copies
ship survivability;
of the filing also will be available for
—Stability and seakeeping
inspection and copying at the principal
characteristics of damaged passenger
office of the Exchange. All comments
ships in a seaway when returning to
received will be posted without change;
port by own power or under tow;
—Damage stability verification of tank
the Commission does not edit personal
vessels.
identifying information from
submissions. You should submit only
Members of the public may attend
information that you wish to make
this meeting up to the seating capacity
available publicly. All submissions
of the room. Interested persons may
should refer to File Number SR–Phlx–
seek information by writing to Mr. Paul
2007–56 and should be submitted on or Cojeen, Commandant (CG–3PSE), U.S.
before October 3, 2007.
Coast Guard Headquarters, 2100 2nd St.
SW., Room 1308, Washington, DC
For the Commission, by the Division of
20593–0001 or by calling (202) 372–
Market Regulation, pursuant to delegated
1372.
authority.21
Paper Comments
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–17961 Filed 9–11–07; 8:45 am]
BILLING CODE 8010–01–P
Dated: September 6, 2007.
Mark W. Skolnicki,
Executive Secretary, Shipping Coordinating
Committee, Department of State.
[FR Doc. E7–17981 Filed 9–11–07; 8:45 am]
BILLING CODE 4710–09–P
DEPARTMENT OF STATE
[Public Notice 5907]
DEPARTMENT OF TRANSPORTATION
jlentini on PROD1PC65 with NOTICES
Shipping Coordinating Committee;
Notice of Meeting
Federal Aviation Administration
The Subcommittee on Stability, Load
Lines and Fishing Vessel Safety of the
Shipping Coordinating Committee will
conduct an open meeting at 1 p.m. on
Thursday, September 27, 2007, in Room
6319 of the United States Coast Guard
Headquarters Building, 2100 2nd Street,
21 17
CFR 200.30–3(a)(12).
VerDate Aug<31>2005
18:43 Sep 11, 2007
Jkt 211001
Public Notice for Waiver of
Aeronautical Land-Use Assurance;
Outagamie County Airport; Appleton,
WI
Federal Aviation
Administration, DOT.
ACTION: Notice of intent of waiver with
respect to land.
AGENCY:
PO 00000
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52195
SUMMARY: The Federal Aviation
Administration (FAA) is considering a
proposal to authorize the release of a
portion of the airport property. The
Wisconsin Department of
Transportation is widening State HWY
96 on the north edge of the airport. They
need a total of 3.35 acres in narrow strip
of land for the road widening and HWY
right of way. The airport will benefit
with better access to the airport,
improved drainage, burying an overhead
power line and new fencing. The
Federal Highway Administration issued
a Finding of No Significant Impact on
September 30, 2002. The acreage being
released is not needed for aeronautical
use as currently identified on the
Airport Layout Plan.
The acreage comprising this parcel
was originally acquired under Grant No.
FAAP 601 in 1966, FAAP C903 in 1968
and ADAP 01 in 1972. The County of
Outagamie (Wisconsin), as airport
owner, has concluded that the subject
airport land is not needed for expansion
of airport facilities. There are no
impacts to the airport by allowing the
airport to dispose of the property. The
airport will receive the appraised fair
market value of the land. Approval does
not constitute a commitment by the
FAA to financially assist in the disposal
of the subject airport property nor a
determination of eligibility for grant-inaid funding from the FAA. The
disposition of proceeds from the
disposal of the airport property will be
in accordfance with FAA’s Policy and
Procedures Concerning the Use of
Airport Revenue, published in the
Federal Register on February 16, 1999.
In accordance with section 47107(h)
of title 49, United States Code, this
notice is required to be published in the
Federal Register 30 days before
modifying the land-use assurance that
requires the property to be used for an
aeronautical purpose.
DATES: Comments must be received on
or before October 12, 2007.
ADDRESSES: Ms. Sandra E. DePottey,
Program Manager, Federal Aviation
Administration, Airports District Office,
6020 28th Avenue South, Room 102,
Minneapolis, MN 55450–2706.
Telephone Number (612) 713–4350/Fax
Number (612) 713–4564. Documents
reflecting this FAA action may be
reviewed at this same location or at the
Outagamie County Airport, Challenger
Dr., Appleton WI 54153.
FOR FURTHER INFORMATON CONTACT: Ms.
Sandra E. DePottey, Program Manager,
Federal Aviation Administration,
Airports District Office, 6020 28th
Avenue South, Room 102, Minneapolis,
MN 55450–2706. Telephone Number
E:\FR\FM\12SEN1.SGM
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]]>Agencies
[Federal Register Volume 72, Number 176 (Wednesday, September 12, 2007)]
[Notices]
[Pages 52193-52195]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-17961]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-56369; File No. SR-Phlx-2007-56]
Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change,
as Modified by Amendment No. 1 Thereto, Relating to the Definition of
Common Stock
September 6, 2007.
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 August 2, 2007, the Philadelphia Stock Exchange, Inc. (``Phlx'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'') the proposed rule change as described in Items I and
II below, which Items have been substantially prepared by the Exchange.
On August 30, 2007, the Exchange filed Amendment No. 1 to the proposed
rule change. 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.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to adopt Phlx Rule 800 providing for a
definition of the term ``common stock,'' as used in Phlx Rules 800-899.
In those rules, the term ``common stock'' will include any security of
an issuer designated as common stock and any security of an issuer,
however designated, which by statute or by its terms, is a common stock
(e.g., a security which entitles the holders thereof to vote generally
on matters submitted to the issuer's security holders for a vote). This
definition is substantially similar to NYSEArca Equities Rule
5.1(b)(12). The text of the proposed rule change is available on the
Exchange's Web site at https://www.Phlx.com/exchange/phlx--rule--
fil.html, at the Exchange, and at the Commission's Public Reference
Room.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, the Exchange included statements
concerning the purpose of, and basis for, the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
The purpose of the proposed rule change is to adopt Phlx Rule 800
providing for a definition of the term common stock as used in Phlx
Rules 800-899.\3\ The term common stock is typically used to refer to a
security issued by corporations in the United States, whose holders
have a residual right to the corporation. However, at times, another
name may be given to this security or this type of security may not be
issued by a corporation.\4\ Phlx believes that the proposed definition
reflects the fact that the term common stock is not always given to a
security that has the characteristics of a common stock or that the
issuer of this type of security is not always a corporation.
---------------------------------------------------------------------------
\3\ The proposed definition in Phlx Rule 800(a) is identical to
the definition of common stock in Phlx Rule 812(d)(2), which, by its
terms, is limited to Phlx Rule 812. The definition in proposed Phlx
Rule 800(a) would be applicable to Phlx Rules 800-899.
\4\ For example, the Blackstone Group, L.P., a limited
partnership, recently listed their common units representing limited
partner interests on the New York Stock Exchange (``NYSE'').
However, the NYSE Web site page on Blackstone Group, L.P., https://
www.nyse.com/about/listed/bx.html, describes the security as common
stock.
---------------------------------------------------------------------------
By adopting this new, expanded definition of common stock, Phlx
would be permitted to list and trade, pursuant to unlisted trading
privileges (``UTP''), securities of issuers that have the
characteristics of common stock, even though the security is not
designated as common stock. Phlx is permitted to trade certain
securities that are not listed on Phlx pursuant to provisions of the
Act, the rules thereunder, and Phlx Rules. Section 12(f)(1)(A)(i) of
the Act states that ``any national securities exchange, in accordance
with the requirements of this subsection and the rules hereunder, may
extend unlisted trading privileges to any security that is listed and
registered on a national
[[Page 52194]]
securities exchange * * * .'' \5\ Rule 12f-5 under the Act states that
``[a] national securities exchange shall not extend unlisted trading
privileges to any security unless the national securities exchange has
in effect a rule or rules providing for transactions in the class or
type of security to which the exchange extends unlisted trading
privileges.'' \6\ Generally, Phlx Rule 801 permits the Exchange to
trade securities pursuant to UTP.\7\ In addition, Phlx Rules 160-189
describe the operation of Phlx's electronic equity trading system, XLE,
for transactions in, among other things, common stock and the
responsibilities of XLE Participants \8\ using XLE.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 781(f)(1)(A)(i).
\6\ 17 CFR 240.12f-5.
\7\ Phlx Rule 801 states ``[o]nly such securities as shall have
been approved by the Exchange for listing or admission pursuant to
unlisted trading privileges shall be dealt in on the Exchange.''
\8\ XLE Participants are Phlx members, Phlx member
organizations, their Sponsored Participants (non-members who are
sponsored by Phlx member organizations) and individuals authorized
by Phlx member organizations or Sponsored Participants to enter
orders on XLE. See Phlx Rule 1(nn).
---------------------------------------------------------------------------
Phlx has listing standards for common stock.\9\ The listing
standards set forth minimum quantitative requirements for both the
issuer \10\ and the security,\11\ and standards for the security's
voting rights.\12\ However, Phlx's current listing standards for common
stock would not apply to certain securities covered by the expanded
definition of common stock proposed herein. With the adoption of the
proposed expanded definition of common stock, the current listing
standards for common stock in Rule 803(a) would apply to such
securities and accordingly, as described above, such securities would
be eligible for trading pursuant to UTP. Further, Phlx would apply the
same quantitative criteria in Phlx Rule 803(a) to an issuer, and its
security designated as common stock, applying to list under this
expanded definition of common stock as it would to a corporation
listing its common stock.
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\9\ See Phlx Rule 803(a).
\10\ Phlx Rule 803(a)(1)-(2) provides:
``The listing criteria for Tier I Issues are as follows:
(a) In the case of Common Stock:
(1) Net Tangible Assets--Total assets (including the value of
patents, copyrights and trademarks but excluding the value of
goodwill) less total liabilities of at least $4,000,000.
(2) Earnings--Pretax income of $750,000 and net income of at
least $400,000 in its last fiscal year.''
\11\ Phlx Rule 803(a)(3)-(4) provides:
``The listing criteria for Tier I Issues are as follows:
(a) In the case of Common Stock:
* * * * *
(3) Public Distribution--at least 500,000 publicly held shares
and at least 800 public shareholders if the issuer has between
500,000 and 1 million shares publicly held, or at least 400 public
shareholders if the issuer has either (i) over 1 million shares
publicly held or (ii) over 500,000 shares publicly held and average
daily trading volume in excess of 2,000 shares per day for a six
month period preceding the date of application.
(4) Stock Price/Market Value of Shares Publicly Held--$5 per
share on each of the five business days prior to the application
date and $3,000,000 aggregate market value.''
\12\ See Phlx Rules 803(a)(5) and 812.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\13\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\14\ in particular, in that it is designed 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, by providing an additional venue for the listing and trading,
pursuant to UTP, of common stock to which the proposed definition would
apply.
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\13\ 15 U.S.C. 78f(b).
\14\ 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 either solicited or received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the proposed rule change: (i) Does not significantly affect
the protection of investors or the public interest; (ii) does not
impose any significant burden on competition; and (iii) does not become
operative for 30 days after the date of the filing, or such shorter
time as the Commission may designate if consistent with the protection
of investors and the public interest, the proposed rule change has
become effective pursuant to Section 19(b)(3)(A) of the Act \15\ and
Rule 19b-4(f)(6) thereunder.\16\
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\15\ 15 U.S.C. 78s(b)(3)(A).
\16\ 17 CFR 240.19b-4(f)(6). Pursuant to Rule 19b-4(f)(6)(iii)
under the Act, the Exchange is required to give the Commission
written notice of its intent to file the proposed rule change, along
with a brief description and text of the proposed rule change, at
least five business days prior to the date of filing of the proposed
rule change, or such shorter time as designated by the Commission.
The Exchange has satisfied the five-day pre-filing requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Act \17\ normally does not become operative for 30 days after the date
of its filing. However, Rule 19b-4(f)(6)(iii) \18\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. Phlx has
requested that the Commission waive the 30-day operative delay. The
Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest
because the proposed definition of common stock is identical to
NYSEArca Equities Rule 5.1(b)(12) and raises no new regulatory issues.
Moreover, waiving the operative delay will allow the Exchange, pursuant
to its current listing standards and UTP, to immediately list and trade
securities that now fall within this new definition of common stock,
providing an additional venue for such securities. For these reasons,
the Commission designates that the proposed rule change become
operative immediately.\19\
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\17\ 17 CFR 240.19b-4(f)(6).
\18\ 17 CFR 240.19b-4(f)(6)(iii).
\19\ For purposes only of waiving the 30-day operative delay,
the Commission has considered the proposed rule's impact on
efficiency, competition, and capital formation. 15 U.S.C. 78c(f).
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At any time within 60 days of the filing of the proposed rule
change, the Commission may summarily abrogate the rule change if it
appears to the Commission that such action is necessary or appropriate
in the public interest, for the protection of investors, or otherwise
in furtherance of the purposes of the Act.\20\
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\20\ For purposes of calculating the 60-day period within which
the Commission may summarily abrogate the proposed rule change, the
Commission considers the period to commence on August 30, 2007, the
date on which the Exchange filed Amendment No. 1.
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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-Phlx-2007-56 on the subject line.
[[Page 52195]]
Paper Comments
Send paper comments in triplicate to Nancy M. Morris,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-Phlx-2007-56. 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, on official business
days between the hours of 10 a.m. and 3 p.m. Copies of the filing also
will be available for inspection and copying at the principal office of
the Exchange. All comments received will be posted without change; the
Commission does not edit personal identifying information from
submissions. You should submit only information that you wish to make
available publicly. All submissions should refer to File Number SR-
Phlx-2007-56 and should be submitted on or before October 3, 2007.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\21\
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\21\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-17961 Filed 9-11-07; 8:45 am]
BILLING CODE 8010-01-P
