Securities of companies that are listed today on NASDAQ are generally registered under Section 12(g) of the Securities Exchange Act of 1934 or exempt from registration. When we begin operating as an exchange, all securities listed on NASDAQ must instead become registered under Section 12(b) of the Exchange Act. Ordinarily, this process would require each company to file a registration statement with us and the SEC. However, to facilitate this process for our listed companies, NASDAQ will file an application on behalf of our listed companies to register their NASDAQ-listed securities under Section 12(b) on the day before we begin operations as an exchange. Accordingly, unless a company chooses to “opt-out”, no action is required by companies in connection with this transition.
NASDAQ will notify listed companies once it begins operating as a national securities exchange. Any filings a company makes pursuant to the Exchange Act after that time should indicate that its NASDAQ-listed securities are registered under Section 12(b) of the Exchange Act. NASDAQ does not believe that this change in registration status will affect any other disclosure requirement imposed on NASDAQ-listed companies by the Exchange Act.
If listed companies wish to opt-out from NASDAQ's application on their behalf, they are asked to inform NASDAQ in the manner described in NASDAQ's notice, which is available at:
http://www.nasdaq.com/about/Exchange_Bulletin_051506.pdf . The result of a company choosing to opt-out would be that its securities would be ineligible to trade on NASDAQ, unless it separately files a registration statement with the SEC to switch its registration to Section 12(b) of the Act.
Additional information about NASDAQ's registration as a national securities exchange is available at: http://www.nasdaqtrader.com/trader/er/eroverview.stm .
About NASDAQ
NASDAQ is the largest U.S. electronic stock market. With approximately 3,200 companies, it lists more companies and, on average, trades more shares per day than any other U.S. market. It is home to companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology. NASDAQ is the primary market for trading NASDAQ-listed stocks. For more information about NASDAQ, visit the NASDAQ Web site at http://www.nasdaq.com or the NASDAQ Newsroom at http://www.nasdaq.com/newsroom/ .
Cautionary Note Regarding Forward-Looking Statements
The matters described herein contain forward-looking statements that are made under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about the proposed securities offering, and the timing of that offering. We caution that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve a number of risks, uncertainties or other factors beyond NASDAQ's control. These factors include, but are not limited to factors detailed in NASDAQ's annual report on Form 10-K, and periodic reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release any revisions to any forward-looking statements.
