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change that are filed with the proposal.4 The Commission is (B) The total number of round lot
Commission, and all written publishing this notice to solicit shareholders of record is at least 300;
communications relating to the comments on the proposed rule change, and
proposed rule change between the as amended, from interested persons. (C) The aggregate market value of
Commission and any person, other than shares publicly held is at least
I. Self-Regulatory Organization’s $1,000,000;
those that may be withheld from the
public in accordance with the Statement of the Terms of Substance of (ii) Preferred stock:
provisions of 5 U.S.C. 552, will be the Proposed Rule Change (A) The number of shares publicly
available for inspection and copying in The Exchange proposes to revise its held is at least 50,000; or
the Commission’s Public Reference non-option securities listing rules to (B) The aggregate market value of
Room. Copies of such filing also will be incorporate into the Exchange’s shares publicly held is at least
available for inspection and copying at delisting rules for non-option securities $1,000,000;
the principal office of the CBOE. new rule changes promulgated by the (iii) Bonds: The delisting of bond and
All comments received will be posted Commission in SEC Rule 12d2–2. debenture issues will be considered on
without change; the Commission does The text of the proposed rule change a case by case basis. The Exchange will
not edit personal identifying is below. Proposed new language is in normally consider suspending dealings
information from submissions. You italics; proposed deletions are in in, or removing from the list, debt
should submit only information that [brackets]. security when any one or more of the
you wish to make available publicly. All following conditions exist:
* * * * * ([a]A) If the aggregate market value or
submissions should refer to File
Number SR–CBOE–2006–24 and should Chicago Board Options Exchange, the principal amount of bonds publicly
be submitted on or before April 3, 2006. Incorporated held is less than $400,000; or
([b]B) If the issuer is not able to meet
For the Commission, by the Division of * * * * *
Market Regulation, pursuant to delegated
its obligations on the listed debt
authority.12 Rule 31.94. Suspension and Delisting securities.
Nancy M. Morris, Policies * * * * *
Secretary. * * * * * Rule 31.94(C)(f) in the following form
[FR Doc. E6–3481 Filed 3–10–06; 8:45 am]
is effective until April 23, 2006. It will
C. Application of Policies be rescinded after that date and will be
BILLING CODE 8010–01–P
To assist in the application of these replaced as set forth below.
(f) No change.
policies, the Exchange has adopted Rule 31.94(C)(f) in the following form
SECURITIES AND EXCHANGE certain criteria, outlined below, which a will be effective on April 24, 2006.
COMMISSION security must meet to continue to be (f) SEC Rule 12d2–2(a) Conditions—
[Release No. 34–53399; File No. SR–CBOE– listed on the Exchange. However, these The Exchange will remove a class of
2005–87] minimum criteria[,] in no way limit or securities from listing whenever the
restrict the Exchange’s right to delist a Exchange is reliably informed that any
Self-Regulatory Organizations; security, and the Exchange may at any of the conditions set forth in Rule 12d2–
Chicago Board Options Exchange, time, in view of the circumstances in 2(a) under the Exchange Act exist with
Inc.; Notice of Filing of Proposed Rule each case, suspend dealings in, or respect to such security, such as a
Change and Amendment Nos. 1 and 2 remove, a security from listing or corporate action where the entire
Thereto Relating to Amending unlisted trading when in its opinion security class is matured, redeemed,
Exchange Delisting Rules To Conform such security is unsuitable for retired or extinguished by operation of
to Recent Amendments to Commission continued trading on the Exchange. law, and shall file an application with
Rules Regarding Removal From Such action will be taken regardless of the SEC on Form 25 in accordance with
Listing and Withdrawal From whether the issuer meets any or all of Rule 12d2–2(a) under the Exchange Act.
Registration the criteria discussed below. New paragraph (g) of Rule 31.94(C) in
March 2, 2006. * * * * * the following form will be effective on
Pursuant to Section 19(b)(1) of the (b) Limited Distribution—Reduced April 24, 2006.
Securities Exchange Act of 1934 (the Market Value (g) Other Events—The Exchange will
‘‘Act’’),1 and Rule 19b–4 thereunder,2 normally consider suspending dealings
notice is hereby given that on October (i) common stock: in, or removing from the list, a security
21, 2005, the Chicago Board Options (A) The number of shares publicly when any one of the following events
Exchange, Inc. (‘‘CBOE’’ or ‘‘Exchange’’) held (exclusive of holdings of officers, shall occur:
filed with the Securities and Exchange directors, controlling shareholders or (i) Registration No Longer Effective—
Commission ( ‘‘SEC’’ or ‘‘Commission’’) other family or concentrated holdings) If the registration (or exemption from
the proposed rule change as described is at least 200,000; and registration thereof) pursuant to the
in Items I, II, and III below, which Items Exchange Act is no longer effective.
4 In Amendment No. 2, CBOE amended CBOE (ii) Operations Contrary to Public
have been substantially prepared by the
Rule 31.94(G)(h) to state that in appropriate Interest—If the company or its
Exchange. CBOE filed Amendment No. circumstances, when the Exchange is considering management shall engage in operations
1 to the proposal on December 14, delisting because a company no longer meets the which, in the opinion of the Exchange,
2005.3 On February 24, 2006, CBOE requirements for continued listing, a company may,
with the consent of the Exchange, file a Form 25 are contrary to the public interest.
filed Amendment No. 2 to the
with the SEC, provided that it follows the (iii) Failure to Pay Listing Fees—If the
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12 17 CFR 200.30–3(a)(12).
requirements set forth in SEC Rule 12d2–2(c) and company shall fail or refuse to pay,
discloses that it is no longer eligible for continued when due, any applicable listing fees
1 15 U.S.C. 78s(b)(1). listing on the Exchange in its written notice to the
2 17 CFR 240.19b–4.
Exchange and public press release, and if it has a established by the Exchange.
3 Amendment No. 1 replaced the original filing in publicly accessible Web site, posts such notice on (iv) Low Selling Price Issues—In the
its entirety. that Web site. case of a common stock selling for a
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12750 Federal Register / Vol. 71, No. 48 / Monday, March 13, 2006 / Notices
substantial period of time at a price less Exchange’s website at least ten days 12d2–2(c) and discloses that it is no
than $3 per share, if the issuer shall fail prior to the date that the delisting is longer eligible for continued listing on
to effect a reverse split of such shares anticipated to be effective. The posting the Exchange in its written notice to the
within a reasonable time after being will remain on the Exchange’s website Exchange and public press release, and
notified that the Exchange deems such until the delisting is effective. The if it has a publicly accessible Web site,
action to be appropriate under all action required to be taken by the posts such notice on that Web site.
circumstances. In its review of the Exchange to strike a security from * * * * *
question of whether it deems a reverse listing and registration for corporate
split of a given issue to be appropriate, actions such as redemption, maturity, II. Self-Regulatory Organization’s
the Exchange will consider all pertinent and retirement is set forth in Exchange Statement of the Purpose of, and
factors including, market conditions in Rule 31.94(C)(f) and Rule 12d2–2(a) Statutory Basis for, the Proposed Rule
general, the number of shares under the Exchange Act. The relevant Change
outstanding, plans which may have portions of the Section and Rules under In its filing with the Commission, the
been formulated by management, the Exchange Act pertaining to the CBOE included statements concerning
applicable regulations of the state or suspension, removal or withdrawal of the purpose of and basis for the
country of incorporation or of any securities for all other reasons, and the proposed rule change. The text of these
governmental agency having requirements of the Exchange statements may be examined at the
jurisdiction over the company, the applicable in certain cases, are places specified in Item IV below. The
relationship to other Exchange policies summarized below: CBOE has prepared summaries, set forth
regarding continued listing, and, in (a) SEC authorization of withdrawal in Sections A, B, and C below, of the
respect of securities of foreign issuers, or striking from listing of Exchange- most significant aspects of such
the general practice in the country of listed security—Section 12(d) of statements.
origin of trading in low-selling price Exchange Act;
(b) Suspension of trading by A. Self-Regulatory Organization’s
issues.
Exchange—Rule 12d2–1 under the Statement of the Purpose of, and
* * * * * Statutory Basis for, the Proposed Rule
Exchange Act;
G. Delisting Procedures (c) Application of Exchange to strike Change
The following introductory sentence security from listing and registration— 1. Purpose
of Rule 31.94(G) is effective until April Rule 12d2–2(a) and (b) under the
Exchange Act; or The Commission adopted
23, 2006. amendments to SEC Rule 12d2–2,5
Whenever the Exchange determines (d) Application of issuer to withdraw
from listing and registration—Rule which sets forth procedures that
that it is appropriate to consider national securities exchanges and
removing a security from listing (or from 12d2–2(c) under the Exchange Act.
Pursuant to Rule 12d2–2(c)(2)(i) under issuers must follow in order to remove
unlisted trading) for other than routine from listing, and withdraw from
reasons (redemptions or maturities) it the Exchange Act, an issuer filing an
application on Form 25 must comply registration, securities under Section
will follow the following procedures: 12(b) of the Act.6 The final rules 7
The following introductory sentence with all applicable laws in effect in the
state in which it is incorporated. Rule adopted by the Commission (‘‘SEC
of Rule 31.94(G) will be effective on
12d2–2(c)(2)(ii) under the Exchange Act Delisting Rules’’) generally require that
April 24, 2006.
provides that an issuer is required to national securities exchanges have in
Whenever the Exchange determines
provide written notice to the Exchange place procedures for the delisting and/
that it is appropriate to consider
of its determination to withdraw a class or deregistration of a security that are
removing a security from listing (or from
of securities from listing and/or consistent with SEC Rule 12d2–2.8 The
unlisted trading) for other than the
registration on the Exchange no fewer purpose of the proposed rule change is
reasons set forth in Rule 31.94(C)(f) it
than ten days before the issuer files an to incorporate into CBOE’s non-option
will follow the following procedures:
(a)–(g) No change. application on Form 25 with the SEC. securities listing rules the new rules set
Rule 31.94(G)(h) in the following form As required by Rule 12d2–2 under the forth in SEC Rule 12d2–2 9 so that the
is effective until April 23, 2006. It will Exchange Act, upon receiving written Exchange may continue to have the
be rescinded after that date and will be notice from an issuer that such issuer authority to suspend or delist securities
replaced as set forth below. has determined to withdraw a class of from trading on the Exchange in the
(h) No change. securities from listing on the Exchange event that the issuer and/or securities of
Rule 31.94(G)(h) in the following form pursuant to this paragraph (d), the the issuer fail to adhere to certain of the
will be effective on April 24, 2006. Exchange will provide notice on its Exchange’s original and continued
(h) If the Board of Directors or the website of the issuer’s intent to delist its listing standards.
Executive Committee, as the case may securities beginning on the business day The provisions of SEC Rule 12d2–
be, shall approve the recommendation following such notice, which will remain 2(a),10 which generally remain
of the committee which has heard the on the Exchange’s website until the unchanged by the SEC Delisting Rules,
matter, an application shall be delisting on Form 25 is effective. The require national securities exchanges to
submitted by the Exchange to the SEC issuer must also notify the Exchange submit an application on SEC Form
to strike the security from listing (or that it has filed Form 25 with the SEC 25 11 within a reasonable time after the
unlisted trading) and a copy of such contemporaneously with such filing. exchange is reliably informed that any
application shall be furnished to the In appropriate circumstances, when
5 17 CFR 240.12d2–2.
issuer in accordance with Section 12 of the Exchange is considering delisting
6 15 U.S.C. 78l(b).
the Exchange Act and the rules because a company no longer meets the
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securities from listing by issuing a press provided that it follows the 10 17 CFR 240.12d2–2(a).
release and posting notice on the requirements set forth in SEC Rule 11 17 CFR 249.25.
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Federal Register / Vol. 71, No. 48 / Monday, March 13, 2006 / Notices 12751
of the conditions set forth in SEC Rule revise current CBOE Rule 31.94(G) to other than as provided pursuant to SEC
12d2–2(a)(1)–(4) 12 exist. The conditions clarify that the appeal and notification Rule 12d2–2(a).29
set forth in SEC Rule 12d2–2(a)(1)–(4) 13 provisions for delistings that are The Exchange is also proposing to
generally relate to the redemption, currently set forth in CBOE Rule make clear in proposed Rule 31.94(G)
retirement, or maturity of the entire 31.94(G) will only apply to delistings that the issuer is required to notify the
class of securities, or the that are based on reasons other than Exchange in case it elects to delist its
extinguishment of all rights of an entire those that are set forth in SEC Rule securities from the Exchange, and upon
class of securities of the issuer. Other 12d2–2(a)(1)–(4).19 As stated above, SEC such notification, the Exchange would
than a submission by the Exchange to Rule 12d2–2(a)(1)–(4) 20 requires an be required to issue a public notice of
the Commission of SEC Form 25,14 no exchange to file Form 25 21 within a such determination. These proposed
other notice requirements or appeal reasonable time after it is reliably changes reflect the requirements set
rights are required to be provided to the informed that, among other things, an forth in SEC Rule 12d2–2(c).30 The
issuer under SEC Rule 12d2–2(a)(1)– entire class of securities has matured or proposed rule filing sets forth a
(4).15 has been redeemed or retired. The requirement in addition to those set
In the event a national securities concept that the Exchange will delist a forth in SEC Rule 12d2–2(c) 31 that
exchange determines to strike a class of class of securities for the reasons set would require the issuer to notify the
securities from listing and/or withdraw forth in SEC Rule 12d2–2(a) 22 is Exchange that it has filed Form 25 32
the registration of such securities in currently set forth in Rule 31.94(C)(f)(ii) with the SEC contemporaneously with
cases other than as set forth in SEC Rule and effective April 24, 2006, will be such filing.
12d2–2(a),16 the SEC Delisting Rules reflected in proposed Rule 31.94(C)(f) as
In addition, CBOE proposes to amend
require national securities exchanges to revised. Proposed CBOE Rule 31.94(C)(f)
CBOE Rule 31.94(G)(h) to state that in
follow new procedures. Specifically, also makes clear that the Exchange will
appropriate circumstances, when the
SEC Rule 12d2–2(b) 17 authorizes file SEC Form 25 23 with the
Exchange is considering delisting
national securities exchanges to strike a Commission in connection with any
such delisting. Effective April 24, 2006, because a company no longer meets the
class of securities from listing and/or requirements for continued listing, a
withdraw the registration of such CBOE Rule 31.94(C)(f) in its current
form will shift to new CBOE Rule company may, with the consent of the
securities provided that the rules of Exchange, file a Form 25 with the SEC,
such exchanges provide for the 31.94(C)(g), except that the substance of
current Rule 31.94(C)(f)(ii) will remain provided that it follows the
following: notification to the issuer of requirements set forth in SEC Rule
such determination; an opportunity for in the form of proposed Rule 31.94(C)(f).
Likewise, the Exchange is revising 12d2–2(c) and discloses that it is no
the issuer to appeal the determination; longer eligible for continued listing on
and upon a final determination of the CBOE Rule 31.94(G) to incorporate the
new requirements set forth in SEC Rule the Exchange in its written notice to the
Exchange to strike a class of securities Exchange and public press release, and
from listing and/or withdraw the 12d2–2(b).24 The Exchange notes that
the provisions set forth in current CBOE if it has a publicly accessible Web site,
registration of such securities, provide posts such notice on that Web site.33
public notice of such determination. Rule 31.94(G), which provide for
CBOE Chapter 31 sets forth the notification to the issuer in the event Lastly, the Exchange is proposing to
Exchange’s non-option securities listing that the Exchange determines to delist make housekeeping changes that relate
rules. Current CBOE Rule 31.94 the issuer’s securities and the right to to references to the Act and certain rules
generally sets forth the policies and appeal the Exchange’s determination, in the Act.
procedures that apply to the delisting satisfy the minimum provisions set forth The proposed changes, other than the
and suspension of listing of non-option in SEC Rule 12d2–2(b) 25 except for the housekeeping changes, will be effective
securities on the Exchange, including requirement in SEC Rule 12d2– as of April 24, 2006 as required by SEC
the policies that guide the Exchange in 2(b)(iii) 26 that requires national Rule 12d2–2.34
determining whether to delist or securities exchanges to provide public
notice of determinations to delist an 2. Statutory Basis
suspend non-option securities. In regard
to the process by which the Exchange issuer’s securities. As stated above, the The Exchange believes that the basis
delists non-option securities, current notice and appeal requirements only under the Act for this proposed rule
CBOE Rule 31.94(G) differentiates apply to delistings that result from change is found in Section 6(b)(5),35 in
events other than those provided that the proposed rule change is
between delistings that result from
pursuant to SEC Rule 12d2–2(a).27 designed to promote just and equitable
‘‘routine reasons,’’ which are referred to
Therefore, proposed CBOE Rule principles of trade, to prevent
in the introductory paragraph of that
31.94(G)(h) would require the Exchange fraudulent and manipulative acts, to
section as ‘‘redemptions or maturities,’’
to provide public notice, in accordance remove impediments to and perfect the
and all other types of delistings. The
with SEC Rule 12d2–2(b)(iii),28 of a final mechanisms of a free and open market
Exchange is only required to provide
determination by the Exchange to strike and a national market system and, in
notice and the right to appeal delistings
an issuer’s securities from listing and/or general, to protect investors and the
resulting from non-routine events, but
withdraw the registration of such public interest. In particular, the
not routine events.
securities on the Exchange in all cases Exchange believes that the proposed
To make the Exchange’s delisting
procedures consistent with SEC Rule 19 17
rule change will enable the Exchange to
CFR 240.12d2–2(a)(1)–(4).
12d2–2,18 the Exchange is proposing to 20 Id.
remain competitive in the marketplace.
21 17 CFR 249.25.
12 17 CFR 240.12d2–2(a)(1)–(4). 22 17 29 17 CFR 240.12d2–2(a).
CFR 240.12d2–2(a).
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12752 Federal Register / Vol. 71, No. 48 / Monday, March 13, 2006 / Notices
Commission process and review your establishing or changing a due, fee, or The Exchange believes that the
comments more efficiently, please use proposal is consistent with Section 6(b)
only one method. The Commission will 36 17 CFR 200.30–3(a)(12).
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