Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; Notice of Filing of a Proposed Rule Change Relating to Structured Equity Products, 58711-58713 [E7-20358]
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Federal Register / Vol. 72, No. 199 / Tuesday, October 16, 2007 / Notices
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, 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–2007–77 and should
be submitted on or before November 6,
2007.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.10
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7–20329 Filed 10–15–07; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–56626; File No. SR–Phlx–
2007–60]
Self-Regulatory Organizations;
Philadelphia Stock Exchange, Inc.;
Notice of Filing of a Proposed Rule
Change Relating to Structured Equity
Products
mmaher on PROD1PC70 with NOTICES
October 5, 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
14, 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, II, and III below, which Items
10 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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04:12 Oct 16, 2007
Jkt 214001
have been substantially prepared by the
Exchange. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Phlx proposes to update its rules
regarding the listing of equity securities.
Specifically, the Exchange proposes to
modify Phlx Rule 802, Rule 806 (Initial
Public Offerings), Rule 807 (Registration
Under the Exchange Act), and Rule 837
(Annual Reports). The Phlx Fee
Schedule will also be amended to add
initial and continued listing fees for
certain structured equity securities on
the Exchange (‘‘Structured Equity
Products’’).3 The text of the proposed
rule change is available at the
Commission’s Public Reference Room,
at the Exchange, and at https://
www.Phlx.com.
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, and discussed
any comments it received on the
proposed rule change. The text of these
statements may be examined at the
places specified in Item IV below. 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 permit the Exchange to
update certain of its listing rules and
fees in order to attract the listing of
Structured Equity Products. Currently,
the vast majority of equity securities
that trade on the Phlx are listed on other
exchanges and traded on the Phlx
pursuant to unlisted trading privileges
(‘‘UTP’’). This allows the Exchange to
compete for the trading volume of a
security. However, the Phlx now
intends to actively pursue serving as the
3 For purposes of this proposed rule change,
Structured Equity Products are securities listed
pursuant to the categories in Phlx Rule 803 entitled
Other Securities, Equity Linked Notes, Basket
Linked Notes, Index Linked Exchangeable Notes
and Index Linked Securities. See Phlx Rule 803(f),
(h), (k), (m) and (n).
PO 00000
Frm 00081
Fmt 4703
Sfmt 4703
58711
listing market for certain Structured
Equity Products.
The Phlx has long had a series of rules
(the ‘‘800 Series’’) that create standards
regarding both the security to be listed
and traded on Phlx, as well as regarding
the issuer of the security. In order to
attract the listing of the Structured
Equity Products, Phlx proposes
modifications to the 800 Series to
accommodate the specific attributes of
many structured equity securities.
Phlx Rule 802. Phlx Rule 802
identifies factors to be evaluated by the
Exchange when reviewing and
preparing its confidential listing
opinion as to the eligibility of an
applicant’s securities. Among other
things, Phlx Rule 802 currently states
that the applicant company must be a
‘‘going concern.’’ 4 The proposed rule
change would delete the ‘‘going
concern’’ requirement in order to
remove uncertainty as to whether a
Structured Equity Product qualifies as a
‘‘going concern.’’ The Exchange believes
that the existing listing standards in
Phlx Rule 803(a)(2) for traditional
operating companies should sufficiently
satisfy the ‘‘going concern’’ requirement
for such other equity products that may
become listed on the Exchange.
Phlx Rule 806. Phlx Rule 806 permits
new issues of securities to be listed on
the Exchange on the day that the
registration statement is effective with
the SEC, or upon effectiveness of the
registration statement or equivalent
document if registration with the SEC is
not required. However, the issuer must
meet certain initial listing criteria.
The proposed rule change would
classify the two paragraphs of Phlx Rule
806 as (a) and (b). In addition, the
proposed rule change would provide an
exclusion for Structured Equity
Products from Phlx Rule 806(b), which
includes certain requirements relating to
the distribution of new issues. This
amendment would reflect the fact that
distributors of Structured Equity
Products generally make informal
arrangements with dealers prior to going
effective to provide assurance that
sufficient creation units will be
purchased from the issuer to meet the
minimum listing requirements.
Phlx Rule 807. Phlx Rule 807 requires
that securities approved for listing by
the Exchange must be registered under
4 ‘‘Going concern’’ refers to the ability of the
applicant to meet its current obligations with cash
or other assets that can be quickly converted into
cash. If the applicant is not able to meet its current
obligations, the ability of that applicant being able
to continue to operate is in doubt. See email from
John Dayton, Director and Counsel, Phlx, to
Ronesha Butler, Special Counsel, Division of
Market Regulation, Commission, dated September
14, 2007.
E:\FR\FM\16OCN1.SGM
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58712
Federal Register / Vol. 72, No. 199 / Tuesday, October 16, 2007 / Notices
Section 12(b) of the Act.5 In addition,
Phlx Rule 807 provides that securities
registered under 12(g) of the Act,6 or
that have recently been the subject of a
public offering registered under the
Securities Act of 1933, may be
registered for exchange trading under
Section 12(b) of the Act through the
filing of SEC Form 8–A. The proposed
rule change would update Phlx Rule
807 to reflect the fact that registration of
securities on Form 8–A automatically
becomes effective within 30 days of
filing. The Exchange states that the
proposed amendments to Phlx Rule 807
are substantially similar to a
corresponding provision in Section 210
of the American Stock Exchange
(‘‘Amex’’) Company Guide.
Phlx Rule 837. Phlx Rule 837 requires
listed companies to provide their
shareholders with annual reports
containing audited financial statements
of the company and its subsidiaries at
least 10 days prior to the annual
meeting of shareholders and not later
than four months after the close of the
company’s last preceding fiscal year. It
further states that three copies of the
report must be filed with the Exchange
at the time it is distributed to
shareholders. The proposed rule change
would amend Phlx Rule 837 to provide
that any annual report that is required
to be sent to the Exchange will be
deemed sent if it is filed on EDGAR. The
Exchange states that this amendment
would make Phlx Rule 837 consistent
with the corresponding provision in
Section 1101 of the Amex Company
Guide.
Fees. For Structured Equity Products,
the Exchange will charge an original
listing fee of $5,000, then charge a $500
per month continuing listing fee for
each month thereafter. For example,
when an issuer lists a Structured Equity
Products, the Exchange will bill the
issuer $5,000 in the month of original
listing. Beginning in the subsequent
month, the Exchange will invoice the
issuer $500 per month until such time
as the product is delisted. Therefore, the
maximum listing fee an issuer of a
Structured Equity Products could pay in
any one calendar year would be
$10,500.7 The Exchange believes that its
5 15
U.S.C. 78l(b).
U.S.C. 78l(g).
7 The Exchange currently lists two Structured
Equity Products, Pharmaceutical Basket
Opportunity Exchangeable Securities and
Biotechnology Basket Opportunity Exchangeable
Securities. The issuer for these securities, Morgan
Stanley, was invoiced the current annual
continuing listing fee of $1,250 for the first product
and $250 for the second product in January 2007.
The Exchange believes that, for these two products,
the proposed $500 per month continuing listing fee
should begin in January 2008. The Exchange
mmaher on PROD1PC70 with NOTICES
6 15
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04:12 Oct 16, 2007
Jkt 214001
proposed original listing fee and
proposed continuing listing fee are
reasonable in light of Amex’s original
listing fee 8 and annual fee 9 for
Structured Equity Products.
2. Statutory Basis
The Exchange believes that its
proposal is consistent with Section 6(b)
of the Act 10 in general, and furthers the
objectives of Section 6(b)(5) of the Act 11
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
modifying Exchange rules relating to the
listing of Structured Equity Products. In
addition, the Exchange believes that its
proposal furthers the objectives of
Section 6(b)(4) of the Act 12 in
particular, in that the proposed original
listing fee and proposed continuing
listing fee are an equitable allocation of
reasonable fees and other charges among
Exchange members and issuers and
other persons using its facilities.13
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.
believes that it is reasonable and appropriate to
begin charging the proposed continuing listing fee
to Morgan Stanley for these two products in January
2008 (in contrast to new products that would begin
to pay the proposed fee in the month subsequent
to initial listing) because Morgan Stanley was
invoiced the current annual continuing listing fee
for 2007 and could have reasonably expected that
this current fee would cover their obligation for
these two products through the end of 2007.
8 Amex’s original listing fee for Structured Equity
Products (Securities Listed under Section 107
(Other Products)) begins at $5,000 and may be as
much as $45,000 based on the number of shares to
be listed. See Section 140 of the Amex Company
Guide.
9 Amex’s annual fee for Structured Equity
Products (Securities Listed under Section 107
(Other Products)) begins at $15,000 and may be as
much as $30,000 based on the number of shares
outstanding. See Section 141 of the Amex Company
Guide.
10 15 U.S.C. 78f(b).
11 15 U.S.C. 78f(b)(5).
12 15 U.S.C. 78f(b)(4).
13 See e-mail from John Dayton, Director and
Counsel, Phlx, to Christopher W. Chow, Special
Counsel, Division of Market Regulation,
Commission, dated October 5, 2007.
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Frm 00082
Fmt 4703
Sfmt 4703
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 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–2007–60 on the
subject line.
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–2007–60. 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, 100 F Street, NE., Washington,
DC 20549, on official business days
between the hours of 10 a.m. and 3 p.m.
E:\FR\FM\16OCN1.SGM
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Federal Register / Vol. 72, No. 199 / Tuesday, October 16, 2007 / Notices
Copies of such 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–2007–60 and should
be submitted on or before November 6,
2007.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.14
Florence E. Harmon,
Secretary.
[FR Doc. E7–20358 Filed 10–15–07; 8:45 am]
BILLING CODE 8011–01–P
SMALL BUSINESS ADMINISTRATION
Data Collection Available for Public
Comments and Recommendations
Notice and request for
comments.
mmaher on PROD1PC70 with NOTICES
ACTION:
SUMMARY: In accordance with the
Paperwork Reduction Act of 1995, this
notice announces the Small Business
Administration’s intentions to request
approval on a new and/or currently
approved information collection.
DATES: Submit comments on or before
December 17, 2007.
ADDRESSES: Send all comments
regarding whether this information
collection is necessary for the proper
performance of the function of the
agency, whether the burden estimates
are accurate, and if there are ways to
minimize the estimated burden and
enhance the quality of the collection, to
Gail Hepler, Chief 7a Loan Policy
Branch, Office of Financial Assistance,
Small Business Administration, 409 3rd
Street, SW., Suite 8300, Washington, DC
20416.
FOR FURTHER INFORMATION CONTACT: Gail
Hepler, Chief 7a Loan Policy Branch,
Office of Financial Assistance, 202–
205–7530, gail.hepler@sba.gov; Curtis B.
Rich, Management Analyst, 202–205–
7030, curtis.rich@sba.gov.
SUPPLEMENTARY INFORMATION:
Title: ‘‘Gulf Coast Relief Financing
Pilot Information Collection’’.
Description of Respondents: Small
Businesses devastated by Hurricanes
Katrina and Rita.
Form No’s: 2276 A/B/C, 2281, 2282.
Annual Responses: 500.
Annual Burden: 375.
14 17
CFR 200.30–3(a)(12).
VerDate Aug<31>2005
04:12 Oct 16, 2007
Jkt 214001
Send all comments
regarding whether this information
collection is necessary for the proper
performance of the function of the
agency, whether the burden estimates
are accurate, and if there are ways to
minimize the estimated burden and
enhance the quality of the collection, to
Sandy Johnston, Program Analyst,
Office of Financial Assistance, Small
Business Administration, 409 3rd Street,
SW., Suite 8300, Washington, DC 20416.
FOR FURTHER INFORMATION CONTACT: Gail
Hepler, Chief 7a Loan Policy Branch,
Office of Financial Assistance, 202–
205–7528, sandra.johnston@sba.gov;
Curtis B. Rich, Management Analyst,
202–205–7030, curtis.rich@sba.gov..
SUPPLEMENTARY INFORMATION:
Title: ‘‘Personal Financial Statement.’’
Description of Respondents:
Applicants for an SBA Loan.
Form No: 413.
Annual Responses: 148,788.
Annual Burden: 223,182.
Title: ‘‘Applications for Business
Loans.’’
Description of Respondents:
Applicants for an SBA Loan.
Form No’s: 4, 4Sch, 4-Short, 4I.
Annual Responses: 51,000.
Annual Burden: 530,000.
Title: ‘‘Secondary Participation
Guaranty Agreement.’’
Description of Respondents: SBA
participating Lenders.
Form No’s: 1502, 1086.
Annual Responses: 14,000.
Annual Burden: 42,000.
ADDRESSES:
Jacqueline White,
Chief, Administrative Information Branch.
[FR Doc. E7–20338 Filed 10–15–07; 8:45 am]
BILLING CODE 8025–01–P
DEPARTMENT OF STATE
[Public Notice 5959]
Bureau of Educational and Cultural
Affairs EducationUSA Advising
Services in Eurasia and Central Asia;
Notice: Amendment to Original
Request for Proposals (RFGP)
Summary: The United States
Department of State, Bureau of
Educational and Cultural Affairs,
announces an amendment to the RFGP
for EducationUSA Advising Services in
Eurasia and Central Asia (ECA/A/S/A–
08–06).
In Section II, in ‘‘Award Information,’’
Moldova should be included in the list
of countries in Eurasia, as outlined in
the Executive Summary of the RFGP, in
which applicant organizations may
propose to support educational
PO 00000
Frm 00083
Fmt 4703
Sfmt 4703
58713
advising. All other terms and conditions
of the original solicitation remain the
same.
For questions about this amendment,
contact: Henry Scott, ECA/A/S/A, Room
349, U.S. Department of State, 301 4th
Street, SW., Washington, DC 20547,
telephone: 202–453–8883, fax: 202–
453–8890, e-mail: scotthc@state.gov.
Include a reference to Funding
Opportunity Number ECA/A/S/A–08–
06.
Additional Information: The
announcement for EducationUSA
Advising Services in Eurasia was
originally announced in the Federal
Register, Volume 72, Number 187 on
September 27, 2007.
Dated: October 9, 2007.
C. Miller Crouch,
Acting Assistant Secretary, Bureau of
Educational and Cultural Affairs, Department
of State.
[FR Doc. E7–20369 Filed 10–15–07; 8:45 am]
BILLING CODE 4710–05–P
DEPARTMENT OF TRANSPORTATION
Pipeline and Hazardous Materials
Safety Administration
Office of Hazardous Materials Safety;
Actions on Special Permit Applications
Pipeline and Hazardous
Materials Safety Administration
(PHMSA), DOT.
ACTION: Notice of actions on special
permit applications.
AGENCY:
SUMMARY: In accordance with the
procedures governing the application
for, and the processing of, special
permits from the Department of
Transportation’s Hazardous Material
Regulations (49 CFR part 107, subpart
B), notice is hereby given of the actions
on special permits applications in (June
to September 2007). The mode of
transportation involved are identified by
a number in the ‘‘Nature of
Application’’ portion of the table below
as follows: 1—Motor vehicle, 2—Rail
freight, 3—Cargo vessel, 4—Cargo
aircraft only, 5—Passenger-carrying
aircraft. Application numbers prefixed
by the letters EE represent applications
for Emergency Special Permits. It
should be noted that some of the
sections cited were those in effect at the
time certain special permits were
issued.
Issued in Washington, DC, on October 10,
2007.
Delmer F. Billings,
Director, Office of Hazardous Materials
Special Permits and Approvals.
E:\FR\FM\16OCN1.SGM
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]]>Agencies
[Federal Register Volume 72, Number 199 (Tuesday, October 16, 2007)]
[Notices]
[Pages 58711-58713]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E7-20358]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-56626; File No. SR-Phlx-2007-60]
Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.;
Notice of Filing of a Proposed Rule Change Relating to Structured
Equity Products
October 5, 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 14, 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, II,
and III below, which Items have been substantially prepared by the
Exchange. The Commission is publishing this notice to solicit comments
on the proposed rule change 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 Phlx proposes to update its rules regarding the listing of
equity securities. Specifically, the Exchange proposes to modify Phlx
Rule 802, Rule 806 (Initial Public Offerings), Rule 807 (Registration
Under the Exchange Act), and Rule 837 (Annual Reports). The Phlx Fee
Schedule will also be amended to add initial and continued listing fees
for certain structured equity securities on the Exchange (``Structured
Equity Products'').\3\ The text of the proposed rule change is
available at the Commission's Public Reference Room, at the Exchange,
and at https://www.Phlx.com.
---------------------------------------------------------------------------
\3\ For purposes of this proposed rule change, Structured Equity
Products are securities listed pursuant to the categories in Phlx
Rule 803 entitled Other Securities, Equity Linked Notes, Basket
Linked Notes, Index Linked Exchangeable Notes and Index Linked
Securities. See Phlx Rule 803(f), (h), (k), (m) and (n).
---------------------------------------------------------------------------
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, and
discussed any comments it received on the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. 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 permit the Exchange
to update certain of its listing rules and fees in order to attract the
listing of Structured Equity Products. Currently, the vast majority of
equity securities that trade on the Phlx are listed on other exchanges
and traded on the Phlx pursuant to unlisted trading privileges
(``UTP''). This allows the Exchange to compete for the trading volume
of a security. However, the Phlx now intends to actively pursue serving
as the listing market for certain Structured Equity Products.
The Phlx has long had a series of rules (the ``800 Series'') that
create standards regarding both the security to be listed and traded on
Phlx, as well as regarding the issuer of the security. In order to
attract the listing of the Structured Equity Products, Phlx proposes
modifications to the 800 Series to accommodate the specific attributes
of many structured equity securities.
Phlx Rule 802. Phlx Rule 802 identifies factors to be evaluated by
the Exchange when reviewing and preparing its confidential listing
opinion as to the eligibility of an applicant's securities. Among other
things, Phlx Rule 802 currently states that the applicant company must
be a ``going concern.'' \4\ The proposed rule change would delete the
``going concern'' requirement in order to remove uncertainty as to
whether a Structured Equity Product qualifies as a ``going concern.''
The Exchange believes that the existing listing standards in Phlx Rule
803(a)(2) for traditional operating companies should sufficiently
satisfy the ``going concern'' requirement for such other equity
products that may become listed on the Exchange.
---------------------------------------------------------------------------
\4\ ``Going concern'' refers to the ability of the applicant to
meet its current obligations with cash or other assets that can be
quickly converted into cash. If the applicant is not able to meet
its current obligations, the ability of that applicant being able to
continue to operate is in doubt. See email from John Dayton,
Director and Counsel, Phlx, to Ronesha Butler, Special Counsel,
Division of Market Regulation, Commission, dated September 14, 2007.
---------------------------------------------------------------------------
Phlx Rule 806. Phlx Rule 806 permits new issues of securities to be
listed on the Exchange on the day that the registration statement is
effective with the SEC, or upon effectiveness of the registration
statement or equivalent document if registration with the SEC is not
required. However, the issuer must meet certain initial listing
criteria.
The proposed rule change would classify the two paragraphs of Phlx
Rule 806 as (a) and (b). In addition, the proposed rule change would
provide an exclusion for Structured Equity Products from Phlx Rule
806(b), which includes certain requirements relating to the
distribution of new issues. This amendment would reflect the fact that
distributors of Structured Equity Products generally make informal
arrangements with dealers prior to going effective to provide assurance
that sufficient creation units will be purchased from the issuer to
meet the minimum listing requirements.
Phlx Rule 807. Phlx Rule 807 requires that securities approved for
listing by the Exchange must be registered under
[[Page 58712]]
Section 12(b) of the Act.\5\ In addition, Phlx Rule 807 provides that
securities registered under 12(g) of the Act,\6\ or that have recently
been the subject of a public offering registered under the Securities
Act of 1933, may be registered for exchange trading under Section 12(b)
of the Act through the filing of SEC Form 8-A. The proposed rule change
would update Phlx Rule 807 to reflect the fact that registration of
securities on Form 8-A automatically becomes effective within 30 days
of filing. The Exchange states that the proposed amendments to Phlx
Rule 807 are substantially similar to a corresponding provision in
Section 210 of the American Stock Exchange (``Amex'') Company Guide.
---------------------------------------------------------------------------
\5\ 15 U.S.C. 78l(b).
\6\ 15 U.S.C. 78l(g).
---------------------------------------------------------------------------
Phlx Rule 837. Phlx Rule 837 requires listed companies to provide
their shareholders with annual reports containing audited financial
statements of the company and its subsidiaries at least 10 days prior
to the annual meeting of shareholders and not later than four months
after the close of the company's last preceding fiscal year. It further
states that three copies of the report must be filed with the Exchange
at the time it is distributed to shareholders. The proposed rule change
would amend Phlx Rule 837 to provide that any annual report that is
required to be sent to the Exchange will be deemed sent if it is filed
on EDGAR. The Exchange states that this amendment would make Phlx Rule
837 consistent with the corresponding provision in Section 1101 of the
Amex Company Guide.
Fees. For Structured Equity Products, the Exchange will charge an
original listing fee of $5,000, then charge a $500 per month continuing
listing fee for each month thereafter. For example, when an issuer
lists a Structured Equity Products, the Exchange will bill the issuer
$5,000 in the month of original listing. Beginning in the subsequent
month, the Exchange will invoice the issuer $500 per month until such
time as the product is delisted. Therefore, the maximum listing fee an
issuer of a Structured Equity Products could pay in any one calendar
year would be $10,500.\7\ The Exchange believes that its proposed
original listing fee and proposed continuing listing fee are reasonable
in light of Amex's original listing fee \8\ and annual fee \9\ for
Structured Equity Products.
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\7\ The Exchange currently lists two Structured Equity Products,
Pharmaceutical Basket Opportunity Exchangeable Securities and
Biotechnology Basket Opportunity Exchangeable Securities. The issuer
for these securities, Morgan Stanley, was invoiced the current
annual continuing listing fee of $1,250 for the first product and
$250 for the second product in January 2007. The Exchange believes
that, for these two products, the proposed $500 per month continuing
listing fee should begin in January 2008. The Exchange believes that
it is reasonable and appropriate to begin charging the proposed
continuing listing fee to Morgan Stanley for these two products in
January 2008 (in contrast to new products that would begin to pay
the proposed fee in the month subsequent to initial listing) because
Morgan Stanley was invoiced the current annual continuing listing
fee for 2007 and could have reasonably expected that this current
fee would cover their obligation for these two products through the
end of 2007.
\8\ Amex's original listing fee for Structured Equity Products
(Securities Listed under Section 107 (Other Products)) begins at
$5,000 and may be as much as $45,000 based on the number of shares
to be listed. See Section 140 of the Amex Company Guide.
\9\ Amex's annual fee for Structured Equity Products (Securities
Listed under Section 107 (Other Products)) begins at $15,000 and may
be as much as $30,000 based on the number of shares outstanding. See
Section 141 of the Amex Company Guide.
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2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act \10\ in general, and furthers the objectives of Section
6(b)(5) of the Act \11\ 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 modifying Exchange rules relating to the listing of
Structured Equity Products. In addition, the Exchange believes that its
proposal furthers the objectives of Section 6(b)(4) of the Act \12\ in
particular, in that the proposed original listing fee and proposed
continuing listing fee are an equitable allocation of reasonable fees
and other charges among Exchange members and issuers and other persons
using its facilities.\13\
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\10\ 15 U.S.C. 78f(b).
\11\ 15 U.S.C. 78f(b)(5).
\12\ 15 U.S.C. 78f(b)(4).
\13\ See e-mail from John Dayton, Director and Counsel, Phlx, to
Christopher W. Chow, Special Counsel, Division of Market Regulation,
Commission, dated October 5, 2007.
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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
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 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-2007-60 on the subject line.
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-2007-60. 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, 100 F Street, NE., Washington, DC
20549, on official business days between the hours of 10 a.m. and 3
p.m.
[[Page 58713]]
Copies of such 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-2007-60 and should be submitted on
or before November 6, 2007.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\14\
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\14\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Secretary.
[FR Doc. E7-20358 Filed 10-15-07; 8:45 am]
BILLING CODE 8011-01-P
