[Federal Register Volume 68, Number 174 (Tuesday, September 9, 2003)]
[Notices]
[Pages 53209-53210]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-22855]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-48413; File No. SR-NASD-2003-127]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the National Association of Securities Dealers, Inc. To 
Modify the Fees for the Listing of Additional Shares Program and To 
Institute a Record-Keeping Fee for Certain Changes by Issuers

August 26, 2003.
    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 August 11, 2003, the National Association of Securities Dealers, 
Inc. (``NASD''), through its subsidiary, The Nasdaq Stock Market, Inc. 
(``Nasdaq''), filed with the Securities and Exchange Commission 
(``Commission'' or ``SEC'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by Nasdaq. 
The Commission is publishing this notice to solicit comments on the 
proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the 
Substance of the Proposed Rule Change

    Nasdaq has filed with the Commission a proposed rule change to 
modify the fees for the listing of additional shares program and to 
institute a record-keeping fee for certain changes by issuers.
    The text of the proposed rule change is below. Proposed new 
language is in italics; proposed deletions are in [brackets].
* * * * * *

4500. Issuer Listing Fees

4510. The Nasdaq National Market
    (a) No change.
(b) Additional Shares
    (1) No change.
    (2) The fee in connection with additional shares shall be $2,500 
[2,000] or $.01 per additional share, whichever is higher, up to [a 
maximum of $22,500 per quarter and] an annual maximum of $45,000 per 
issuer. There shall be no fee, however, for issuances of up to 49,999 
additional shares per quarter.
    (3)-(4) No change.
    (c)-(d) No change.

(e) Record-Keeping Fee

    An issuer that makes a change such as a change to its name, the par 
value or title of its security, or its symbol shall pay a fee of $2,500 
to The Nasdaq Stock Market, Inc.
4520. The Nasdaq SmallCap Market
    (a) No change.
(b) Additional Shares
    (1) No change.
    (2) The fee in connection with additional shares shall be $2,500 
[2,000] or $.01 per additional share, whichever is higher, up to [a 
maximum of $22,500 per quarter and] an annual maximum of $45,000 per 
issuer. There shall be no fee, however, for issuances of up to 49,999 
additional shares per quarter.
    (3)-(4) No change.
    (c)-(d) No change.

(e) Record-Keeping Fee

    An issuer that makes a change such as a change to its name, the par 
value or title of its security, or its symbol shall pay a fee of $2,500 
to The Nasdaq Stock Market, Inc.
* * * * * *

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

    In its filing with the Commission, Nasdaq 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. Nasdaq has prepared summaries, set forth in sections A, 
B, and C below, of the most significant aspects of such statements.

[[Page 53210]]

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

1. Purpose
    The purpose of the proposed rule change is to revise the fees for 
the listing of additional shares (``LAS'') program and to institute a 
record-keeping fee for certain changes by issuers.
    The LAS program involves notification and fee requirements for the 
issuance of additional shares. Specifically, an issuer must notify 
Nasdaq prior to a transaction that may implicate the corporate 
governance requirements and thereafter pay a fee that is based on the 
change in the issuer's total shares outstanding as reported in its 
periodic reports filed with the SEC. Revenues from the LAS program are 
used to fund issuer-related operations that include educational 
initiatives, issuer service initiatives and NASD surveillance 
measures.\3\
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    \3\ See Securities Exchange Act Release No. 31586 (December 11, 
1992), 57 FR 60257 (December 18, 1992).
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    NASD Rules 4510(b) and 4520(b) currently provide that the fee for 
the listing of additional shares is $2,000 or $0.01 per additional 
share, whichever is higher, up to a maximum of $22,500 per quarter and 
an annual maximum of $45,000 per issuer. There is no fee for issuances 
of up to 49,999 additional shares per quarter.
    Nasdaq proposes to modify the LAS program fees in two ways. First, 
the minimum fee would be increased from $2,000 to $2,500 for issuances 
of between 50,000 and 250,000 additional shares.\4\ Second, the current 
quarterly cap of $22,500 would be eliminated. The annual cap of 
$45,000, however, would be retained.
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    \4\ As under the current rules, there would be no fee for 
issuances of up to 49,999 per quarter.
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    Nasdaq also proposes to institute a $2,500 record-keeping fee for 
certain changes made by issuers. Such a fee would be used to address 
the costs associated with revising Nasdaq's records when issuers engage 
in certain actions, including a change of name, a change in the par 
value or title of securities, or a voluntary change in trading symbol.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 15A of the Act,\5\ in general, and with 
Section 15A(b)(5) of the Act,\6\ in particular, in that the proposal 
provides for the equitable allocation of reasonable dues, fees, and 
other charges among members and issuers and other persons using any 
facility or system which the NASD operates or controls. Specifically, 
Nasdaq states that the LAS program fees, which are used to fund issuer-
related operations,\7\ will be imposed on all issuers equally based on 
the number of additional shares issued. In addition, the proposed 
record keeping-fee will be imposed equally on all listed issuers that 
make the changes described above.
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    \5\ 15 U.S.C. 78o-3.
    \6\ 15 U.S.C. 78o-3(b)(5).
    \7\ See Securities Exchange Act Release No. 31586, supra note 3.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq 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

    Written comments were neither solicited nor received.

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 self-regulatory organization 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, 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 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 such filing will also be available for 
inspection and copying at the principal office of the NASD. All 
submissions should refer to file number SR-NASD-2003-127 and should be 
submitted by September 30, 2003.

    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).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-22855 Filed 9-8-03; 8:45 am]
BILLING CODE 8010-01-P