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NASD Notice to Members 97-83 November 1997 700

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NASD Notice to Members 97-83 November 1997 700 Executive Summary ing on Nasdaq after the March 3, NASD In light of the recent approval of the 1997, filing of the rule change. new and increased listing standards Those issuers will have until Novem- for The Nasdaq Stock MarketSM ber 20, 1997, to meet the new initial NOTICE TO (Nasdaq®), the Securities and listing criteria. In addition, effective Exchange Commission (SEC) has February 23, 1998, all issuers on again provided an exemption from Nasdaq will have to comply with the MEMBERS the filing requirements of SEC Rule new maintenance criteria. As a result 15c2-11 for certain securities that of the new and increased standards, it could be delisted as a result.1 The is expected that a number of compa- 97-83 exemption will permit broker/dealers nies listed on the Nasdaq National to immediately publish quotations in Market and SmallCap Market may the OTC Bulletin Board® (or any be unable to comply and, thus, may other quotation medium including eventually be subject to delisting in Exemption From SEC National Quotation Bureau Pink accordance with National Associa- Rule 15c2-11 For Certain Sheets) for those securities that are tion of Securities Dealers, Inc. Securities Delisted From delisted from Nasdaq for failure to (NASD®) rules and procedures of Nasdaq comply with the new initial listing Nasdaq.3 and maintenance requirements. This Notice outlines the exemption and Nasdaq believes it is extremely Suggested Routing explains the procedures to be fol- important that issuers and their share- Senior Management lowed. holders are not unduly disadvantaged in the event that any particular securi- Advertising Questions concerning this Notice may ty is delisted for failure to comply Continuing Education be directed to Andrew S. Margolin, with the new initial listing and main- Senior Attorney, The Nasdaq Stock tenance standards. NASD member Corporate Finance Market, Inc., at (202) 728-8869. firms may continue to quote in the Government Securities Members seeking the exemption OTC Bulletin Board a security that is Institutional should contact Market Operations at ultimately delisted as a result of a (203) 375-9609, as discussed below. failure to meet the revised listing Insurance standards. In this context, the OTC Internal Audit Bulletin Board provides a viable and Legal & Compliance Background meaningful alternative ensuring con- On August 22, 1997, the SEC tinued liquidity and transparency in Municipal approved a proposed rule change to the market for a security after it is Mutual Fund revise the initial listing and mainte- delisted. nance criteria for The Nasdaq Stock Operations 2 Market. The proposed rule change To facilitate a smooth transition of a Options strengthens both the quantitative and delisted security into the OTC Bul- Registered Representatives qualitative standards for issuers list- letin Board, however, Nasdaq ing on Nasdaq by: (1) eliminating the obtained an exemption to Exchange Registration alternative to the $1 minimum bid Act Rule 15c2-11 to permit market Research price requirement; (2) extending cor- makers who have been quoting the Syndicate porate governance standards to security while listed on Nasdaq, to issuers listed on the Nasdaq Small- continue quoting the security in the Systems Cap MarketSM; (3) increasing the OTC Bulletin Board without inter- Trading quantitative standards for both the ruption immediately following delist- SmallCap Market and Nasdaq ing. Rule 15c2-11 would otherwise Training National Market®; and (4) implement- require a broker/dealer to compile Variable Contracts ing a “peer review” requirement for and review specified information auditors of Nasdaq-listed companies. about the issuer and the security before the firm publishes a quotation, The new standards apply retroactive- and to demonstrate compliance with ly to issuers applying for initial list- Rule 15c2-11 by submitting a Form Notice to Members 97-83 November 1997 699 211 to the NASD pursuant to NASD (5) a broker/dealer relying upon this Board pursuant to this exemption, Rule 6740 at least three business exemption must have been a market however, remains with the market days before the quotation is pub- maker registered with Nasdaq in the maker. Market Operations can be lished. Hence, a delay of several security being delisted during the 30- reached at (203) 375-9609. days would occur between the effec- day period preceding the delisting; tiveness of a Nasdaq delisting and the and initiation of quotations for that secu- Endnotes rity in the OTC Bulletin Board or (6) the exemption extends only to 1 See letter from Nancy J. Sanow, Assistant another quotation medium.4 Immedi- classes of securities listed on Director, Securities and Exchange Commis- ate inclusion in the OTC Bulletin Nasdaq.6 sion, to Robert E. Aber, Vice President and Board continues to be consistent with General Counsel, Nasdaq, dated October 23, the views of the SEC and is again The foregoing conditions effectively 1997. This exemption is similar to one necessary to implement the revised limit the requested exemption to the obtained when the Nasdaq listing standards listing standards recently adopted by securities of companies that are not were last revised in 1991. See letter from Nasdaq. in bankruptcy, that are complying Jonathan G. Katz, Secretary, Securities and with the SEC’s financial disclosure Exchange Commission, to T. Grant Callery, Conditions Of The Exemption requirements, and that would have Vice President and Deputy General Counsel, remained eligible for listing on Nas- National Association of Securities Dealers, The exemption is available regardless daq under the former standards. If Inc., dated February 28, 1992. of when any issuer is ultimately these conditions cannot be satisfied, delisted under the new standards, the security’s transfer to a quotation 2 See Exchange Act Release No. 38961 provided that all of the following medium such as the OTC Bulletin (August 22, 1997) 62 FR 45895 (August 29, conditions are satisfied: Board will be conditioned on full 1997). compliance with Rule 15c2-11 and (1) the security’s delisting from Nas- NASD Rule 6740. 3 NASD Rule 9700 Series governs the Nas- daq must be attributable solely to daq delisting process and sets forth the proce- non-compliance with Nasdaq’s initial Procedures For The Exemption dures by which an issuer may appeal a listing or maintenance standards, as delisting decision. revised by the approval of the pro- The announcement of a delisting of a posed rule change contained in particular security is made no earlier 4 It should be noted that the effective date of a Exchange Act Release No. 389615; than the close of trading on the last security’s delisting from the Nasdaq market is day it is authorized for quotation on not announced by Nasdaq until after the close (2) the security must have been quot- Nasdaq. A market maker seeking of trading on the last day that the security is ed continuously in Nasdaq during the this exemption must be registered in quoted in Nasdaq. 30 calendar days preceding its delist- the OTC Bulletin Board for the secu- ing from Nasdaq, exclusive of any rity no later than the next trading 5 See Exchange Act Release No. 38961 trading halt not exceeding one day to day. Market makers cannot register (August 22, 1997), 62 FR 45895 (August 29, permit the dissemination of material on-line in the OTC Bulletin Board 1997). news concerning the security’s for this exemption and must contact issuer; Nasdaq Market Operations. For 6 Thus, if an issuer had one class of securities those securities eligible for the listed on Nasdaq, and another class of securi- (3) the issuer must not be in exemption, Market Operations will ties traded over the counter but not on Nas- bankruptcy; attempt, where possible, to notify daq, only the delisted Nasdaq security would those market makers registered in the qualify for the exemption. (4) the issuer must be current in all of delisted security to provide them the its periodic reporting requirements opportunity to be registered on a © 1997, National Association of Securities pursuant to Section 13(a) or 15(d) of timely basis. The responsibility to Dealers, Inc. (NASD). All rights reserved. the Exchange Act; seek registration in the OTC Bulletin NASD Notice to Members 97-83 November 1997 700.
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