Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by NYSE Amex LLC To Modify Its Annual Report Distribution Requirements, 16031-16033 [E9-7871]
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Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices
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 11 and Rule 19b–
4(f)(6) thereunder.12
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Act 13 normally does not become
operative for 30 days after the date of its
filing. However, Rule 19b–4(f)(6)(iii) 14
permits the Commission to designate a
shorter time if such action is consistent
with the protection of investors and the
public interest. The Exchange 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 it would allow the exchange to
keep in place, without interruption, the
operation of the NYSE Arca Transfer
Standard.
The Commission expects that the
Exchange will deny listing to any
company seeking to list pursuant to the
proposed rule change if the Exchange
determines that the listing of any such
company is not in the interests of the
Exchange or the public interest. In
accordance with the terms of the
proposed rule, the Exchange will apply
this standard only for the very narrow
category of companies, listed on NYSE
Arca as of October 1, 2008, that transfer
to the Exchange on or before August 31,
2009. Since NYSE Regulation’s
Financial Compliance and Corporate
Governance groups are responsible for
ongoing compliance reviews of both
NYSE and NYSE Arca companies, the
Commission believes the Exchange
should be sufficiently familiar with
companies seeking to transfer to be able
to determine if any such company is an
appropriate transfer candidate. The
Commission expects the NYSE to only
list those NYSE Arca transfers which
they believe, through their past
expertise reviewing these companies,
11 15
U.S.C. 78s(b)(3)(A).
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 this requirement.
13 17 CFR 240.19b–4(f)(6).
14 17 CFR 240.19b–4(f)(6)(iii).
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are suitable for trading on the NYSE and
the maintenance of fair and orderly
markets. For these reasons, the
Commission designates that the
proposed rule change become operative
immediately upon filing.15
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.
16031
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–NYSE–
2009–32 and should be submitted on or
before April 29, 2009.
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 Exchange
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.16
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–7870 Filed 4–7–09; 8:45 am]
BILLING CODE 8010–01–P
Electronic Comments
SECURITIES AND EXCHANGE
COMMISSION
• 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–NYSE–2009–32 on the
subject line.
[Release No. 34–59685; File No. SR–
NYSEAmex–2009–04]
Paper Comments
April 1, 2009.
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NYSE–2009–32. 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
Pursuant to Section 19(b)(1) of the
Securities Exchange Act of 1934 (the
‘‘Exchange Act’’),1 and Rule 19b–4
thereunder,2 notice is hereby given that
on March 23, 2009, NYSE Amex LLC
(‘‘NYSE Amex’’ or the ‘‘Exchange’’) filed
with the Securities and Exchange
Commission (‘‘Commission’’ or ‘‘SEC’’)
the proposed rule change as described
in Items I and II below, which Items
have been prepared by the Exchange.
The Exchange has designated this
proposal eligible for immediate
effectiveness pursuant to Rule 19b–
4(f)(6) 3 under the Exchange Act. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
15 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).
PO 00000
Frm 00119
Fmt 4703
Sfmt 4703
Self-Regulatory Organizations; Notice
of Filing and Immediate Effectiveness
of Proposed Rule Change by NYSE
Amex LLC To Modify Its Annual Report
Distribution Requirements
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend the
requirements of the Company Guide
with respect to the distribution of
annual reports. The text of the proposed
rule change is available on the
Exchange’s Web site (https://
www.nyse.com), at the Exchange’s
16 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 17 CFR 240.19b–4(f)(6).
1 15
E:\FR\FM\08APN1.SGM
08APN1
16032
Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices
Office of the Secretary 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
self-regulatory organization 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.
NYSE Amex has prepared summaries,
set forth in Sections A, B and C below,
of the most significant aspects of such
statements.
rwilkins on PROD1PC63 with NOTICES
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
Section 610(a) of the Company Guide
provides that a listed company is
required to publish and furnish to its
shareholders (or to holders of any other
listed security when its common stock
is not listed on a national securities
exchange) an annual report containing
audited financial statements prepared in
conformity with the requirements of the
SEC. The Exchange interprets this rule
as requiring companies to physically
distribute their annual reports to
shareholders. The Exchange proposes to
amend this requirement in response to
the SEC’s adoption of amendments to its
proxy rules to permit the electronic
delivery of financial statements.4
Section 610(a) is also amended to
conform its requirements to those of
Section 203.01 of the NYSE’s Listed
Company Manual.
Under Section 610(a) as amended, any
company listed on the Exchange that is
required to file with the SEC an annual
report that includes audited financial
statements (including on Forms 10–K,
20–F, 40–F or N–CSR) will be required
to simultaneously make such annual
report available to shareholders of such
securities on or through the company’s
Web site. A company must also post to
its Web site a prominent undertaking in
the English language to provide all
holders (including preferred
stockholders and bondholders) the
ability, upon request, to receive a hard
copy of the company’s complete audited
financial statements free of charge and
simultaneously issue a press release
stating that its annual report has been
filed with the SEC. This press release
4 See Securities Exchange Act Release No. 56135
(July 26, 2007), 72 FR 42221 (August 1, 2007).
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17:05 Apr 07, 2009
Jkt 217001
must also specify the company’s Web
site address and indicate that
shareholders have the ability to receive
a hard copy of the company’s complete
audited financial statements free of
charge upon request. The company must
provide such hard copies within a
reasonable period of time following the
request. Moreover, the press release
must be published pursuant to the
Exchange’s press release policy.5
A listed company that:
• Is subject to the U.S. proxy rules
that provides its audited financial
statements (as included on Forms 10–K,
20–F and 40–F) to beneficial
shareholders in a manner that is
consistent with the physical or
electronic delivery requirements
applicable to annual reports set forth in
Rules 14a–3 and 14a–16 of the U.S.
proxy rules, or
• Is an issuer not subject to the U.S.
proxy rules that provides its audited
financial statements (as included on
Forms 10–K, 20–F and 40–F) to
beneficial shareholders in a manner that
is consistent with the physical or
electronic delivery requirements
applicable to annual reports set forth in
Rules 14a–3 and 14a–16 of the U.S.
proxy rules, will not be required to issue
the press release or post the undertaking
required above.6 A company that fails to
file its annual report on Forms 10–K,
20–F, 40–F or N–CSR with the SEC in
a timely manner will be subject to
delisting pursuant to Section 1002(d) of
the Company Guide.
The Exchange proposes to eliminate
the requirement of Section 610(a) that
companies must provide three copies of
their annual report to the Exchange. The
Exchange relies on the publicly filed
annual report available on EDGAR for
all of its regulatory purposes and does
not need to receive physical copies.
Section 110(a) of the Company Guide
sets forth the Exchange’s annual report
requirements for foreign companies.
Section 110(a) currently permits foreign
companies to follow home country
practices regarding the distribution of
annual reports to shareholders, if, at a
minimum, shareholders (i) are provided
at least summary annual reports,
including summary financial
information, and (ii) have the ability,
upon request, to receive a complete
annual report, and the financial
information contained in the summary
annual report is reconciled to U.S.
5 See
Section 401 of the Company Guide.
Commission notes that while the Exchange
will not have independent undertakings for
companies complying with Rules 14a–3 and 14a–
16, these Commission rules do contain their own
requirements for making a hard copy available in
addition to other requirements.
6 The
PO 00000
Frm 00120
Fmt 4703
Sfmt 4703
generally accepted accounting
principles to the extent that such
reconciliation would be required in the
full annual report. The Exchange
proposes to amend Section 110(a) to
provide that foreign companies must
comply with the requirements of
Section 610(a) as amended. In doing so,
the Exchange is conforming its annual
report requirements applicable to
foreign companies to those of the NYSE.
2. Statutory Basis
The Exchange believes that the
proposed rule change is consistent with
Section 6(b) 7 Exchange Act in general,
and furthers the objectives of Section
6(b)(5) of the Exchange Act 8 in
particular in that it is designed to
promote just and equitable principles of
trade, to foster cooperation and
coordination with persons engaged in
regulating, clearing, settling, processing
information with respect to, and
facilitating transactions in securities, to
remove impediments to and perfect the
mechanism of a free and open market
and a national market system, and, in
general, to protect investors and the
public interest. The proposed rule
change is designed to facilitate
compliance with NYSE Amex rules by
aligning NYSE Amex’s disclosure
requirements with those of the SEC.
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 Exchange Act
C. Self-Regulatory Organization’s
Statement on Comments on the
Proposed Rule Change Received From
Members, Participants, or Others
Written comments were neither
solicited nor 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
7 15
8 15
E:\FR\FM\08APN1.SGM
U.S.C. 78f(b).
U.S.C. 78f(b)(5).
08APN1
Federal Register / Vol. 74, No. 66 / Wednesday, April 8, 2009 / Notices
19(b)(3)(A) of the Exchange Act 9 and
Rule 19b–4(f)(6) thereunder.10
A proposed rule change filed
pursuant to Rule 19b–4(f)(6) under the
Exchange Act 11 normally does not
become operative for 30 days after the
date of its filing. However, Rule 19b–
4(f)(6)(iii) 12 permits the Commission to
designate a shorter time if such action
is consistent with the protection of
investors and the public interest. The
Exchange 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. In
making this determination, the
Commission notes that the NYSE
recently adopted a substantially similar
listing requirement governing the
distribution of annual reports,13 and the
Commission believes that the NYSE
Amex’s proposed rule change raises no
new regulatory issues. The Commission
also notes that the NYSE’s proposal was
subject to full notice and comment, and
the Commission received no comments
on the NYSE’s rule proposal. In
addition, the Commission believes that
waiving the 30-day operative delay will
immediately give issuers that have just
filed, or are about to file, their annual
reports with the Commission the option
to comply with NYSE Amex’s
distribution of annual reports
requirement by satisfying the
requirements for furnishing an annual
report contained in Rules 14a–3 and
14a–16 under the Exchange Act. For
these reasons, the Commission
designates that the proposed rule
change become operative immediately
upon filing.14
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,
9 15
U.S.C. 78s(b)(3)(A).
CFR 240.19b–4(f)(6). Pursuant to Rule 19b–
4(f)(6)(iii) under the Exchange 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 this requirement.
11 17 CFR 240.19b–4(f)(6).
12 17 CFR 240.19b–4(f)(6)(iii).
13 See Securities Exchange Act Release No. 59123
(December 19, 2008), 73 FR 7991 (December 30,
2008) (SR–NYSE–2008–128).
14 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).
rwilkins on PROD1PC63 with NOTICES
10 17
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Jkt 217001
or otherwise in furtherance of the
purposes of the Exchange 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–NYSEAmex–2009–04 on
the subject line.
Paper Comments
• Send paper comments in triplicate
to Elizabeth M. Murphy, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–1090.
All submissions should refer to File
Number SR–NYSEAmex–2009–04. This
file number should be included on the
subject line if e-mail is used. To help the
Commission process and review your
comments more efficiently, please use
only one method. The Commission will
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change that are filed with the
Commission, and all written
communications relating to the
proposed rule change between the
Commission and any person, other than
those that may be withheld from the
public in accordance with the
provisions of 5 U.S.C. 552, will be
available for inspection and copying in
the Commission’s Public Reference
Room, 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–
NYSEAmex–2009–04 and should be
submitted on or before April 29, 2009.
PO 00000
Frm 00121
Fmt 4703
Sfmt 4703
16033
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.15
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9–7871 Filed 4–7–09; 8:45 am]
BILLING CODE 8010–01–P
SMALL BUSINESS ADMINISTRATION
Region II Buffalo District Advisory
Council Public Meeting
AGENCY: U.S. Small Business
Administration.
ACTION: Notice of open Federal advisory
committee meeting.
SUMMARY: The SBA is issuing this notice
to announce the location, date, time,
and agenda for the next meeting of the
Region II Buffalo District Advisory
Council. The meeting will be open to
the public.
DATES: The meeting will be held on
April 22, 2009 from approximately 9:30
a.m. to 11:30 a.m. Eastern Standard
Time.
ADDRESSES: The meeting will be held at
the Park Country Club, 2929 Sheridan
Drive, Williamsville, New York 14202.
SUPPLEMENTARY INFORMATION: Pursuant
to section 10(a)(2) of the Federal
Advisory Committee Act (5 U.S.C.,
Appendix 2), SBA announces the
meeting of the Region II Buffalo District
Advisory Council. The Region II Buffalo
District Advisory Council is tasked with
providing information of public interest.
The purpose of the meeting is so the
council can provide advice and
opinions regarding the effectiveness of
and need for SBA programs, particularly
the local districts which members
represent. The agenda will include:
District office, SBA programs and
services, ARRA, government
contracting, disaster updates, lending
activity reports, small business week,
event announcements, and roundtable
discussion on small business issues.
FOR FURTHER INFORMATION CONTACT: The
meeting is open to the public; however
advance notice of attendance is
requested. Anyone wishing to attend
and/or make a presentation to the
Region II Buffalo District Advisory
Council must contact Franklin J.
Sciortino, District Director, Buffalo
District Office by October 10, by fax or
e-mail, in order to be placed on the
agenda. Franklin J. Sciortino, District
Director, Buffalo District Office, U.S.
Small Business Administration, 540
Niagara Center, 130 S. Elmwood
15 17
E:\FR\FM\08APN1.SGM
CFR 200.30–3(a)(12).
08APN1
]]>Agencies
[Federal Register Volume 74, Number 66 (Wednesday, April 8, 2009)]
[Notices]
[Pages 16031-16033]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E9-7871]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-59685; File No. SR-NYSEAmex-2009-04]
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by NYSE Amex LLC To Modify Its
Annual Report Distribution Requirements
April 1, 2009.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Exchange Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is
hereby given that on March 23, 2009, NYSE Amex LLC (``NYSE Amex'' or
the ``Exchange'') filed with the Securities and Exchange Commission
(``Commission'' or ``SEC'') the proposed rule change as described in
Items I and II below, which Items have been prepared by the Exchange.
The Exchange has designated this proposal eligible for immediate
effectiveness pursuant to Rule 19b-4(f)(6) \3\ under the Exchange Act.
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\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend the requirements of the Company
Guide with respect to the distribution of annual reports. The text of
the proposed rule change is available on the Exchange's Web site
(https://www.nyse.com), at the Exchange's
[[Page 16032]]
Office of the Secretary 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 self-regulatory organization
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. NYSE Amex has prepared
summaries, set forth in Sections A, B and C below, of the most
significant aspects of such statements.
A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
1. Purpose
Section 610(a) of the Company Guide provides that a listed company
is required to publish and furnish to its shareholders (or to holders
of any other listed security when its common stock is not listed on a
national securities exchange) an annual report containing audited
financial statements prepared in conformity with the requirements of
the SEC. The Exchange interprets this rule as requiring companies to
physically distribute their annual reports to shareholders. The
Exchange proposes to amend this requirement in response to the SEC's
adoption of amendments to its proxy rules to permit the electronic
delivery of financial statements.\4\ Section 610(a) is also amended to
conform its requirements to those of Section 203.01 of the NYSE's
Listed Company Manual.
---------------------------------------------------------------------------
\4\ See Securities Exchange Act Release No. 56135 (July 26,
2007), 72 FR 42221 (August 1, 2007).
---------------------------------------------------------------------------
Under Section 610(a) as amended, any company listed on the Exchange
that is required to file with the SEC an annual report that includes
audited financial statements (including on Forms 10-K, 20-F, 40-F or N-
CSR) will be required to simultaneously make such annual report
available to shareholders of such securities on or through the
company's Web site. A company must also post to its Web site a
prominent undertaking in the English language to provide all holders
(including preferred stockholders and bondholders) the ability, upon
request, to receive a hard copy of the company's complete audited
financial statements free of charge and simultaneously issue a press
release stating that its annual report has been filed with the SEC.
This press release must also specify the company's Web site address and
indicate that shareholders have the ability to receive a hard copy of
the company's complete audited financial statements free of charge upon
request. The company must provide such hard copies within a reasonable
period of time following the request. Moreover, the press release must
be published pursuant to the Exchange's press release policy.\5\
---------------------------------------------------------------------------
\5\ See Section 401 of the Company Guide.
---------------------------------------------------------------------------
A listed company that:
Is subject to the U.S. proxy rules that provides its
audited financial statements (as included on Forms 10-K, 20-F and 40-F)
to beneficial shareholders in a manner that is consistent with the
physical or electronic delivery requirements applicable to annual
reports set forth in Rules 14a-3 and 14a-16 of the U.S. proxy rules, or
Is an issuer not subject to the U.S. proxy rules that
provides its audited financial statements (as included on Forms 10-K,
20-F and 40-F) to beneficial shareholders in a manner that is
consistent with the physical or electronic delivery requirements
applicable to annual reports set forth in Rules 14a-3 and 14a-16 of the
U.S. proxy rules, will not be required to issue the press release or
post the undertaking required above.\6\ A company that fails to file
its annual report on Forms 10-K, 20-F, 40-F or N-CSR with the SEC in a
timely manner will be subject to delisting pursuant to Section 1002(d)
of the Company Guide.
---------------------------------------------------------------------------
\6\ The Commission notes that while the Exchange will not have
independent undertakings for companies complying with Rules 14a-3
and 14a-16, these Commission rules do contain their own requirements
for making a hard copy available in addition to other requirements.
---------------------------------------------------------------------------
The Exchange proposes to eliminate the requirement of Section
610(a) that companies must provide three copies of their annual report
to the Exchange. The Exchange relies on the publicly filed annual
report available on EDGAR for all of its regulatory purposes and does
not need to receive physical copies.
Section 110(a) of the Company Guide sets forth the Exchange's
annual report requirements for foreign companies. Section 110(a)
currently permits foreign companies to follow home country practices
regarding the distribution of annual reports to shareholders, if, at a
minimum, shareholders (i) are provided at least summary annual reports,
including summary financial information, and (ii) have the ability,
upon request, to receive a complete annual report, and the financial
information contained in the summary annual report is reconciled to
U.S. generally accepted accounting principles to the extent that such
reconciliation would be required in the full annual report. The
Exchange proposes to amend Section 110(a) to provide that foreign
companies must comply with the requirements of Section 610(a) as
amended. In doing so, the Exchange is conforming its annual report
requirements applicable to foreign companies to those of the NYSE.
2. Statutory Basis
The Exchange believes that the proposed rule change is consistent
with Section 6(b) \7\ Exchange Act in general, and furthers the
objectives of Section 6(b)(5) of the Exchange Act \8\\\ in particular
in that it is designed to promote just and equitable principles of
trade, to foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect to,
and facilitating transactions in securities, to remove impediments to
and perfect the mechanism of a free and open market and a national
market system, and, in general, to protect investors and the public
interest. The proposed rule change is designed to facilitate compliance
with NYSE Amex rules by aligning NYSE Amex's disclosure requirements
with those of the SEC.
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\7\ 15 U.S.C. 78f(b).
\8\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
Written comments were neither solicited nor 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
[[Page 16033]]
19(b)(3)(A) of the Exchange Act \9\ and Rule 19b-4(f)(6)
thereunder.\10\
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\9\ 15 U.S.C. 78s(b)(3)(A).
\10\ 17 CFR 240.19b-4(f)(6). Pursuant to Rule 19b-4(f)(6)(iii)
under the Exchange 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 this requirement.
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A proposed rule change filed pursuant to Rule 19b-4(f)(6) under the
Exchange Act \11\ normally does not become operative for 30 days after
the date of its filing. However, Rule 19b-4(f)(6)(iii) \12\ permits the
Commission to designate a shorter time if such action is consistent
with the protection of investors and the public interest. The Exchange
has requested that the Commission waive the 30-day operative delay.
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\11\ 17 CFR 240.19b-4(f)(6).
\12\ 17 CFR 240.19b-4(f)(6)(iii).
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The Commission believes that waiving the 30-day operative delay is
consistent with the protection of investors and the public interest. In
making this determination, the Commission notes that the NYSE recently
adopted a substantially similar listing requirement governing the
distribution of annual reports,\13\ and the Commission believes that
the NYSE Amex's proposed rule change raises no new regulatory issues.
The Commission also notes that the NYSE's proposal was subject to full
notice and comment, and the Commission received no comments on the
NYSE's rule proposal. In addition, the Commission believes that waiving
the 30-day operative delay will immediately give issuers that have just
filed, or are about to file, their annual reports with the Commission
the option to comply with NYSE Amex's distribution of annual reports
requirement by satisfying the requirements for furnishing an annual
report contained in Rules 14a-3 and 14a-16 under the Exchange Act. For
these reasons, the Commission designates that the proposed rule change
become operative immediately upon filing.\14\
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\13\ See Securities Exchange Act Release No. 59123 (December 19,
2008), 73 FR 7991 (December 30, 2008) (SR-NYSE-2008-128).
\14\ 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 Exchange 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 rule-comments@sec.gov. Please include
File Number SR-NYSEAmex-2009-04 on the subject line.
Paper Comments
Send paper comments in triplicate to Elizabeth M. Murphy,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-1090.
All submissions should refer to File Number SR-NYSEAmex-2009-04. This
file number should be included on the subject line if e-mail is used.
To help the Commission process and review your comments more
efficiently, please use only one method. The Commission will post all
comments on the Commission's Internet Web site (https://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments,
all written statements with respect to the proposed rule change that
are filed with the Commission, and all written communications relating
to the proposed rule change between the Commission and any person,
other than those that may be withheld from the public in accordance
with the provisions of 5 U.S.C. 552, will be available for inspection
and copying in the Commission's Public Reference Room, 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-NYSEAmex-2009-04 and should be submitted on or before
April 29, 2009.
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\15\
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\15\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-7871 Filed 4-7-09; 8:45 am]
BILLING CODE 8010-01-P
