On June 26, the Securities and Exchange Commission (SEC) approved a number of changes to Nasdaq's by-laws and charter provisions required to implement the Nasdaq restructuring.
These changes included placing limitations on the voting control any one holder may have, increasing the number of Nasdaq Directors by four members to reflect the new stockholder representation, and putting certain shareholder protections into place.
In this phase of the private placement, Nasdaq sold approximately 24 million shares of newly issued common stock, and the NASD sold warrants that will be redeemable for more than 25 million shares of Nasdaq common stock over time. Overall, phase one was about 83 percent subscribed. A majority of NASD members (2,764) invested in the transaction, including nearly all of the most active participants in Nasdaq. The second phase of the private placement is expected to be completed in the fall and is expected to reduce NASD's equity position in Nasdaq on a fully diluted basis to less than a one-third ownership interest.
Commenting on today's announcement, NASD Chairman and Chief Executive Officer Frank G. Zarb said, "This completes the first part of the NASD restructuring approved overwhelmingly by the NASD membership in April. We expect to complete the restructuring in the fall. At that point, Nasdaq will be independently owned by market participants, have the capital needed to fuel growth, and have the board and decision-making ability to move quickly and react to competitive challenges."
The National Association of Securities Dealers, Inc., is the largest securities-industry, self-regulatory organization in the United States. It is the parent organization of The Nasdaq Stock Market®, The American Stock Exchange® and NASD Regulation®, Inc. For more information about the NASD and its subsidiaries, please visit the following Web sites: www.nasd.com; www.nasdaq.com; www.amex.com; www.nasdr.com; or the Nasdaq NewsroomSM at www.nasdaqnews.com.
