Self-Regulatory Organizations; International Securities Exchange, LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Relating to the Amendment of the International Securities Exchange Holdings, Inc.'s Certificate of Incorporation, 154-155 [E8-31192]
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154
Federal Register / Vol. 74, No. 1 / Friday, January 2, 2009 / Notices
(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:
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.19
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–31204 Filed 12–31–08; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59159; File No. SR–ISE–
2008–97]
Electronic Comments
Self-Regulatory Organizations;
International Securities Exchange,
LLC; Notice of Filing and Immediate
Effectiveness of a Proposed Rule
Change Relating to the Amendment of
the International Securities Exchange
Holdings, Inc.’s Certificate of
Incorporation
Paper Comments
mstockstill on PROD1PC66 with NOTICES
• 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–FINRA–2008–062 on the
subject line.
December 23, 2008.
Pursuant to Section 19(b)(1) of the
• Send paper comments in triplicate
Securities Exchange Act of 1934
to Florence E. Harmon, Acting
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
Secretary, Securities and Exchange
notice is hereby given that on December
Commission, 100 F Street, NE.,
23, 2008, the International Securities
Washington, DC 20549–1090.
Exchange, LLC (the ‘‘Exchange’’ or
‘‘ISE’’) filed with the Securities and
All submissions should refer to File
Exchange Commission (‘‘Commission’’)
Number SR–FINRA–2008–062. This file
the proposed rule change as described
number should be included on the
in Items I, II, and III below, which Items
subject line if e-mail is used. To help the have been prepared by the Exchange.
Commission process and review your
ISE has filed the proposed rule change
comments more efficiently, please use
pursuant to Section 19(b)(3)(A)(iii) of
only one method. The Commission will the Act 3 and Rule 19b–4(f)(3)
post all comments on the Commission’s thereunder,4 which renders the proposal
Internet Web site (https://www.sec.gov/
effective upon filing with the
rules/sro.shtml). Copies of the
Commission. The Commission is
submission, all subsequent
publishing this notice to solicit
amendments, all written statements
comments on the proposed rule change
with respect to the proposed rule
from interested persons.
change that are filed with the
I. Self-Regulatory Organization’s
Commission, and all written
Statement of the Terms of Substance of
communications relating to the
the Proposed Rule Change
proposed rule change between the
Commission and any person, other than
The Exchange is proposing to make
those that may be withheld from the
technical changes to the certificate of
incorporation (the ‘‘Certificate of
public in accordance with the
Incorporation’’) of its parent,
provisions of 5 U.S.C. 552, will be
International Securities Exchange
available for inspection and copying in
Holdings, Inc. (‘‘Holdings’’), which will
the Commission’s Public Reference
Room on official business days between be adopted in connection with a
corporate transaction (the
the hours of 10 a.m. and 3 p.m. Copies
‘‘Transaction’’), in which the ISE Stock
of the filing also will be available for
Exchange, LLC (‘‘ISE Stock’’), a
inspection and copying at the principal
office of FINRA. All comments received Delaware limited liability company, will
merge with and into Maple Merger Sub,
will be posted without change; the
LLC (‘‘Maple Merger Sub’’), a Delaware
Commission does not edit personal
limited liability company and a wholly
identifying information from
owned subsidiary of Direct Edge
submissions. You should submit only
information that you wish to make
19 17 CFR 200.30–3(a)(12).
available publicly. All submissions
1 15 U.S.C. 78s(b)(1).
should refer to File Number SR–FINRA–
2 17 CFR 240.19b–4.
2008–062 and should be submitted on
3 15 U.S.C. 78s(b)(3)(A)(iii).
or before January 23, 2009.
4 17 CFR 19b–4(f)(3).
VerDate Aug<31>2005
16:23 Dec 31, 2008
Jkt 217001
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Frm 00086
Fmt 4703
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Holdings LLC (‘‘Direct Edge’’), with
Maple Merger Sub being the surviving
entity.
Certificate of Incorporation
The Exchange is proposing to make a
technical change to the Certificate of
Incorporation to: (1) Correct the date of
incorporation; (2) correct the address of
Holdings’ registered address in the state
of Delaware; and (3) adopt the
attestation language on the signature
page. Specifically, the title of the
document, Article FIRST and Article
SECOND of the Certificate of
Incorporation and the attestation
language would be amended or adopted,
as applicable, to read in its entirety as
follows:
Amended and Restated Certificate of
Incorporation of International Securities
Exchange Holdings, Inc.
First: The name of the corporation is
International Securities Exchange Holdings,
Inc. (the ‘‘Corporation’’). The Corporation
was incorporated on November 16, 2004 by
filing its Certificate of Incorporation with the
Secretary of State of the State of Delaware
under the name International Securities
Exchange Holdings, Inc.
Second: The address of the Corporation’s
registered office in the State of Delaware is
160 Greentree Drive, Suite 101, in the City of
Dover, County of Kent, Delaware 19904. The
name of its registered agent at such address
is National Registered Agents, Inc.
*
*
*
*
*
IN WITNESS WHEREOF, this Amended
and Restated Certificate of Incorporation has
been duly adopted in accordance with the
provisions of Sections 242 and 245 of the
DGCL and has been executed by a duly
authorized officer of the Corporation this
23rd day of December, 2008.
Name: lllllllllllllllll
Title: llllllllllllllllll
The text of the proposed rule change
is available on the Exchange’s Web site
https://www.ise.com, at the principal
office of 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 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
self-regulatory organization has
prepared summaries, set forth in
sections A, B, and C below, of the most
significant aspects of such statements.
E:\FR\FM\02JAN1.SGM
02JAN1
Federal Register / Vol. 74, No. 1 / Friday, January 2, 2009 / Notices
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
On December 22, 2008, the
Commission approved a rule filing
submitted by the Exchange in
connection with the Transaction 5
which included the Certificate of
Incorporation. The purpose of this rule
filing is to make technical changes to
the Certificate of Incorporation
necessary to permit the Exchange and
Holdings to effect the Transaction. The
Exchange is proposing to make
technical changes to the Certificate of
Incorporation: (1) Correct the date of
incorporation; (2) correct the address of
Holdings’ registered address in the state
of Delaware; and (3) adopt attestation
language on the signature page.
2. Statutory Basis
The basis under the Act for this
proposed rule change is the requirement
under Section 6(b)(1) that an exchange
be so organized so as to have the
capacity to be able to carry out the
purposes of the Exchange Act and to
comply, and (subject to any rule or
order of the Commission pursuant to
Section 17(d) or 19(g)(2) of the Exchange
Act) to enforce compliance by its
members and persons associated with
its members, with the provisions of the
Exchange Act, the rules and regulations
thereunder and the rules of the
exchange. The Exchange also believes
this proposed rule change furthers the
objective of Section 6(b)(5) that an
exchange have rules that, among other
things, are designed to remove
impediments to and perfect the
mechanism for a free and open market
and a national market system, and, in
general, to protect investors and the
public interest. In particular, the
proposed rule change will allow the
Exchange to effect the Transaction,
which was approved by the Commission
on December 22, 2008.6
mstockstill on PROD1PC66 with NOTICES
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The proposed rule change does not
impose any burden on competition that
is not necessary or appropriate in
furtherance of the purposes of the Act.
5 Release No. 34–59135 (December 22, 2007); File
No. SR–ISE–2008–85.
6 See footnote 5.
VerDate Aug<31>2005
16:23 Dec 31, 2008
Jkt 217001
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants or Others
The Exchange has not solicited, and
does not intend to solicit, comments on
this proposed rule change. The
Exchange has not received any
unsolicited written comments from
members or other interested parties.
III. Date of Effectiveness of the
Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become
effective pursuant to Section 19(b)(3) of
the Act 7 and Rule 19b–4(f)(3) 8
thereunder. At any time within 60 days
of the filing of such proposed rule
change, the Commission may summarily
abrogate such 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.
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–ISE–2008–97 on the subject
line.
Paper Comments
• Send paper comments in triplicate
to Secretary, Securities and Exchange
Commission, Station Place, 100 F Street,
NE., Washington, DC 20549–1090.
All submissions should refer to File
Number SR–ISE–2008–97. 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.
Copies of such filing also will be
available for inspection and copying at
the principal office of ISE. 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 publicly available. All
submissions should refer to File
Number SR–ISE–2008–97 and should be
submitted on or before January 23, 2009.
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8–31192 Filed 12–31–08; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–59149; File No. SR–
NASDAQ–2008–101]
Self-Regulatory Organizations; The
NASDAQ Stock Market LLC; Notice of
Filing of Proposed Rule Change To
Adopt a Policy Relating to Its
Treatment of Trade Reports That It
Determines To Be Inconsistent With
the Prevailing Market Retroactive to
September 1, 2008
December 23, 2008.
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 December
19, 2008, The NASDAQ Stock Market
LLC (‘‘Nasdaq’’) filed with the Securities
and Exchange Commission
(‘‘Commission’’) the proposed rule
change as described in Items I and II
below, which Items have been prepared
by Nasdaq. The Commission is
publishing this notice and order to
solicit comments on the proposed rule
change from interested persons.
9 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
7 15
U.S.C. 78s(b)(3)(A).
8 17 CFR 19b–4(f)(3).
PO 00000
Frm 00087
Fmt 4703
Sfmt 4703
155
E:\FR\FM\02JAN1.SGM
02JAN1
]]>Agencies
[Federal Register Volume 74, Number 1 (Friday, January 2, 2009)]
[Notices]
[Pages 154-155]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E8-31192]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-59159; File No. SR-ISE-2008-97]
Self-Regulatory Organizations; International Securities Exchange,
LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule
Change Relating to the Amendment of the International Securities
Exchange Holdings, Inc.'s Certificate of Incorporation
December 23, 2008.
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 December 23, 2008, the International Securities Exchange, LLC (the
``Exchange'' or ``ISE'') filed with the Securities and Exchange
Commission (``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the
Exchange. ISE has filed the proposed rule change pursuant to Section
19(b)(3)(A)(iii) of the Act \3\ and Rule 19b-4(f)(3) thereunder,\4\
which renders the proposal effective upon filing with the Commission.
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.
\3\ 15 U.S.C. 78s(b)(3)(A)(iii).
\4\ 17 CFR 19b-4(f)(3).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange is proposing to make technical changes to the
certificate of incorporation (the ``Certificate of Incorporation'') of
its parent, International Securities Exchange Holdings, Inc.
(``Holdings''), which will be adopted in connection with a corporate
transaction (the ``Transaction''), in which the ISE Stock Exchange, LLC
(``ISE Stock''), a Delaware limited liability company, will merge with
and into Maple Merger Sub, LLC (``Maple Merger Sub''), a Delaware
limited liability company and a wholly owned subsidiary of Direct Edge
Holdings LLC (``Direct Edge''), with Maple Merger Sub being the
surviving entity.
Certificate of Incorporation
The Exchange is proposing to make a technical change to the
Certificate of Incorporation to: (1) Correct the date of incorporation;
(2) correct the address of Holdings' registered address in the state of
Delaware; and (3) adopt the attestation language on the signature page.
Specifically, the title of the document, Article FIRST and Article
SECOND of the Certificate of Incorporation and the attestation language
would be amended or adopted, as applicable, to read in its entirety as
follows:
Amended and Restated Certificate of Incorporation of International
Securities Exchange Holdings, Inc.
First: The name of the corporation is International Securities
Exchange Holdings, Inc. (the ``Corporation''). The Corporation was
incorporated on November 16, 2004 by filing its Certificate of
Incorporation with the Secretary of State of the State of Delaware
under the name International Securities Exchange Holdings, Inc.
Second: The address of the Corporation's registered office in
the State of Delaware is 160 Greentree Drive, Suite 101, in the City
of Dover, County of Kent, Delaware 19904. The name of its registered
agent at such address is National Registered Agents, Inc.
* * * * *
IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been duly adopted in accordance with the
provisions of Sections 242 and 245 of the DGCL and has been executed
by a duly authorized officer of the Corporation this 23rd day of
December, 2008.
Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------
The text of the proposed rule change is available on the Exchange's
Web site https://www.ise.com, at the principal office of 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 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 self-regulatory organization has prepared summaries,
set forth in sections A, B, and C below, of the most significant
aspects of such statements.
[[Page 155]]
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
On December 22, 2008, the Commission approved a rule filing
submitted by the Exchange in connection with the Transaction \5\ which
included the Certificate of Incorporation. The purpose of this rule
filing is to make technical changes to the Certificate of Incorporation
necessary to permit the Exchange and Holdings to effect the
Transaction. The Exchange is proposing to make technical changes to the
Certificate of Incorporation: (1) Correct the date of incorporation;
(2) correct the address of Holdings' registered address in the state of
Delaware; and (3) adopt attestation language on the signature page.
---------------------------------------------------------------------------
\5\ Release No. 34-59135 (December 22, 2007); File No. SR-ISE-
2008-85.
---------------------------------------------------------------------------
2. Statutory Basis
The basis under the Act for this proposed rule change is the
requirement under Section 6(b)(1) that an exchange be so organized so
as to have the capacity to be able to carry out the purposes of the
Exchange Act and to comply, and (subject to any rule or order of the
Commission pursuant to Section 17(d) or 19(g)(2) of the Exchange Act)
to enforce compliance by its members and persons associated with its
members, with the provisions of the Exchange Act, the rules and
regulations thereunder and the rules of the exchange. The Exchange also
believes this proposed rule change furthers the objective of Section
6(b)(5) that an exchange have rules that, among other things, are
designed to remove impediments to and perfect the mechanism for a free
and open market and a national market system, and, in general, to
protect investors and the public interest. In particular, the proposed
rule change will allow the Exchange to effect the Transaction, which
was approved by the Commission on December 22, 2008.\6\
---------------------------------------------------------------------------
\6\ See footnote 5.
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
The proposed rule change does not impose any burden on competition
that is not necessary or appropriate in furtherance of the purposes of
the Act.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants or Others
The Exchange has not solicited, and does not intend to solicit,
comments on this proposed rule change. The Exchange has not received
any unsolicited written comments from members or other interested
parties.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3) of the Act \7\ and Rule 19b-4(f)(3) \8\ thereunder. At any
time within 60 days of the filing of such proposed rule change, the
Commission may summarily abrogate such 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.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78s(b)(3)(A).
\8\ 17 CFR 19b-4(f)(3).
---------------------------------------------------------------------------
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-ISE-2008-97 on the subject line.
Paper Comments
Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, Station Place, 100 F Street, NE., Washington,
DC 20549-1090.
All submissions should refer to File Number SR-ISE-2008-97. 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. Copies of such filing also will be available for
inspection and copying at the principal office of ISE. 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 publicly available. All
submissions should refer to File Number SR-ISE-2008-97 and should be
submitted on or before January 23, 2009.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\9\
---------------------------------------------------------------------------
\9\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-31192 Filed 12-31-08; 8:45 am]
BILLING CODE 8011-01-P
