[Federal Register Volume 65, Number 160 (Thursday, August 17, 2000)]
[Notices]
[Pages 50253-50254]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-20954]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-43146; File No. SR-Amex-00-31]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the American Stock Exchange LLC Amending the Alternative 
Listing Criteria of Section 101(b) of the Amex Company Guide

August 10, 2000.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that 
on May 30, 2000, the American Stock Exchange LLC (``Amex'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I, II, 
and

[[Page 50254]]

III below, which Items have been prepared by the Amex. The Commission 
is publishing this notice to solicit comments on the proposed rule 
change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Amex proposes to amend the alternative listing criteria of 
Section 101(b) of the Amex Company Guide, to change the operating 
history criterion from three years to two years. The text of the 
proposed rule change is as follows. Deletions are in brackets; 
additions are in italics.
Criteria for Original Listing (Secs. 101-118)
Sec. 101
* * * * *
    (b) Alternate Listing Criteria
* * * * *
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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    Numerical Criteria:
    (1) History of Operations--[Three] Two years of operations.
    (2) Size--Stockholders' equity of at least $4,000,000.
    (3) Distribution--See Section 102(a).
    (4) Aggregate Market Value of Publicly Held Shares--$15,000,000.
* * * * *

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Amex included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The Amex has prepared summaries, set forth in sections 
A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    Section 101 of the Amex Company Guide sets forth numerical 
guidelines applied by the Exchange in considering the eligibility of 
issuers to list on the Exchange. Section 101(b) provides alternate 
listing criteria that the Exchange may apply in place of the regular 
listing criteria of Section 101(a). The alternate criteria currently 
include a three-year history of operations, stockholders' equity of at 
least $4 million, the distribution criteria of Section 102(a) of the 
Amex Company Guide (which includes, among other criteria, a minimum of 
800 public shareholders together with a minimum public distribution of 
500,000 shares, or a minimum of 400 public shareholders together with a 
minimum public distribution of 1,000,000 shares), and a $15 million 
aggregate market value of publicly held shares. The Exchange proposes 
to reduce the operating history timeframe in Section 101(b) from three 
to two years.
    Section 101 provides that the Exchange will consider the numerical 
guidelines in Sections 101(a) and (b) in evaluating a company's 
business, the market for its products, the reputation of its 
management, its historical record and pattern of growth, financial 
integrity, demonstrated earning power and future outlook. Certain 
relatively new companies, particularly in high growth industries such 
as technology, biotechnology, and the Internet, may be attractive 
candidates for Exchange listing and trading when assessed under the 
provisions of Section 101 and the alternate criteria of Section 101(b) 
but may lack a three-year operating history. The Exchange believes a 
reduced minimum timeframe will provide the Exchange with greater 
flexibility in considering companies for listing, particularly in high 
growth industries where it is possible for a company to demonstrate 
promising and attractive prospects over a relatively short time period. 
The Exchange notes that Nasdaq Rule 4420(b) provides a two-year 
operating history standard for issuers that can be designated for the 
Nasdaq National Market.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b)(5) \3\ of the Act, which requires, among other 
things, the Exchange's rules to be designed to prevent fraudulent and 
manipulative acts and practices, to promote just and equitable 
principles of trade, and, in general, to protect investors and the 
public interest.
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    \3\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
result in any burden on competition that is not necessary or 
appropriate in furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    The Exchange did not solicit or receive written comments on the 
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission, and all written communications 
relating to the proposed rule change between the Commission and any 
person, other than those that may be withheld from the public in 
accordance with the provisions of 5 U.S.C. 552, will be available for 
inspection and copying in the Commission's Public Reference Room. 
Copies of the filing will also be available for inspection and copying 
at the principal office of the Amex. All submissions should refer to 
the File No. SR-Amex-00-31 and should be submitted by September 7, 
2000.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\4\
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    \4\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-20954 Filed 8-16-00; 8:45 am]
BILLING CODE 8010-01-M