[Federal Register Volume 65, Number 36 (Wednesday, February 23, 2000)]
[Notices]
[Pages 9026-9027]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-4219]


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SECURITIES AND EXCHANGE COMMISSION

(Release No. 34-42431; File No. SR-PCX-99-49)


Self-Regulatory Organizations; Order Granting Approval of 
Proposed rule Change by the Pacific Exchange, Inc. Relating to 
Financial Reports and Related Notices (EDGAR Rule Filing)

February 16, 2000.

I. Introduction

    On November 9, 1999, the Pacific Exchange, Inc. (``PCX'' or 
``Exchange'') Submitted to the Securities and Exchange Commission 
(``SEC'' or ``Commission''), pursuant to Section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change relating to financial reports and 
related notices. The proposed rule change was published for comment in 
the Federal Register on December 8, 1999. \3\No comments were received. 
This order approves the proposed rule change.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ Securities Exchange Act Release No. 42193 (Dec. 1, 1999), 64 
Fr 68713.
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II. Description of the Proposal

    PCX Rule 3.3(t)(1) requires that companies applying for listing on 
the PCX enter into agreements with the Exchange and become subject to 
its rules, regulations and policies applicable to listed companies. 
Pursuant to the listing agreement with the Exchange and Commission 
rules under the Act, each listed company is required to submit 
materials to be filed pursuant to the Act. \4\
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    \4\ Materials to be filed pursuant to the Act include Forms 8-K 
Current Report, 10-Q Quarterly Report, 10-K Annual Report, or other 
annual report forms for issuers using other than Form 10-K; any 
proxy soliciting material; Forms 3 and 4, reports of the Company's 
officers, directors, and holders of more than 10% of the registered 
equity security (one signed copy, except when a company having 
securities listed on another national securities exchange has taken 
advantage of SEC Regulation 240.16a-1(c) and has designated another 
exchange as the only exchange with which such reports are to be 
filed. Designating an exchange may be accomplished by filing a 
letter with the Securities and Exchange Commission with a copy to 
each exchange on which the stock is listed).

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[[Page 9027]]

    The Exchange proposed to amend its filing requirements so that a 
company that electronically files documents with the Commission will be 
deemed to have satisfied its comparable filing requirements with the 
PCX. Specifically, the Exchange proposed that materials required to be 
filed pursuant to the Act, pursuant to PCX Rule 3.3(t)(1)(ii), except 
for Form 8-Ks and Preliminary Final Proxy Materials, be considered 
effectively filed with the Exchange upon filing such documents through 
the SEC's EDGAR system. The Exchange proposed to continue to require 
that listed issuers manually file one copy of all Form 8-Ks and 
Preliminary Final Proxy Materials with the PCX in order to be able to 
appropriately monitor significant corporate events.

III. Discussion

    The Commission finds that the proposed rule change is consistent 
with the requirements of Section 6 of the Act and the rules and 
regulations thereunder applicable to a national securities exchange. 
\5\ In particular, the Commission finds that the proposed rule change 
is consistent with and furthers the objectives of Section 6(b)(5) \6\ 
of the Act. Section 6(b)(5) of the Act requires, among other things, 
that the rules of an exchange be designed to promote just and equitable 
principles of trade, to prevent fraudulent and manipulative acts, to 
remove impediments to and perfect the mechanism of a free and open 
market, and to protect investors and the public interest.
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    \5\ In reviewing this proposal, the Commission has considered 
the proposed rule's impact on efficiency, competition, and capital 
formation. The proposed rule change should improve efficiency and 
competition because it reduces duplicative filing burdens and 
reduces costs for listing companies. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78o-4(b)(2)(C)
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    Specifically, the Commission believes that the propsoed rule change 
will aid companies listing on the PCX be streamlining the requirements 
assocaited with making routine financial reports available. By 
permitting these companies to satisfy their obligation to provide 
financial reports through the EDGAR system, PCX listed companies are 
relieved of the burden and costs of providing separate paper copies of 
their SEC filings to the Exchange. Because filings made through EDGAR 
are available to the public, there is no need to provide additional 
copies to the Exchange. The proposed rule change is especially 
appropriate because it reduces the reliance on paper submissions and 
promotes the use of technology in a regulatory framework. The 
Commission also believes that requiring companies to provide paper 
copies of certain filings is appropriate because the Exchange should 
receive affirmative notification in these cases. The Commission 
believes that the proposed rule change balances the goal of efficiency 
with the Exchange's interest in obtaining certain information regarding 
the activities of listed companies.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) \7\ of the 
Act, that the proposed rule change (SR-PCX-99-49) is approved.

    \7\ 15 U.S.C. 78s(b)(2).
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    For the Commission by the Division of Market Regulation, pursuant 
to delegated authority. \8\
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    \8\ 17 CFR 200.30-3(a)(12).

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-4219 Filed 2-22-00; 8:45 am]
BILLING CODE 8010-01-M