[Federal Register Volume 69, Number 203 (Thursday, October 21, 2004)]
[Notices]
[Pages 61888-61893]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E4-2784]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-50541; File No. SR-NASD-2004-147]


Self-Regulatory Organizations; National Association of Securities 
Dealers, Inc.; Notice of Filing of Proposed Rule Change To Bid Price 
Compliance Periods and Market Value of Publicly Held Shares 
Requirements

October 14, 2004.
    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 October 1, 2004, 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'') 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 Substance 
of the Proposed Rule Change

    Nasdaq proposes to modify the bid price compliance periods on the 
Nasdaq

[[Page 61889]]

National Market and the Nasdaq SmallCap Market and to require non-
Canadian foreign issuers to satisfy the minimum bid price and market 
value of publicly held shares requirements applicable to domestic 
issuers for continued listing on the Nasdaq SmallCap Market.
    Nasdaq will implement the proposed rule change relating to 
compliance periods effective January 1, 2005, upon expiration of the 
existing pilot rules. Nasdaq will implement the proposed rule change 
relating to continued listing requirements for bid price and market 
value of listed securities for non-U.S. issuers effective 18 months 
after approval by the Commission.
    The text of the proposed rule change is below. Proposed new 
language is in italics; proposed deletions are in brackets.\3\
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    \3\ Pending filing SR-NASD-2004-125 would renumber and modify 
the text of NASD Rule 4820. Nasdaq has represented that it would 
make a technical correction to this filing if and when the 
Commission approves SR-NASD-2004-125. No other pending rule filings 
would affect the portions of the rules amended herein.
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* * * * *

4310. Qualification Requirements for Domestic and Canadian Securities

    To qualify for inclusion in Nasdaq, a security of a domestic or 
Canadian issuer will satisfy all applicable requirements contained in 
paragraphs (a) or (b), and (c) hereof.
    (a) No change.
    (b) No change.
    (c) In addition to the requirements contained in paragraph (a) or 
(b) above, and unless otherwise indicated, a security will satisfy the 
following criteria for inclusion in Nasdaq:
    (1)-(7) No change.
    (8)(A)-(C) No change.
    (D) A failure to meet the continued inclusion requirement for 
minimum bid price on The Nasdaq SmallCap Market shall be determined to 
exist only if the deficiency continues for a period of 30 consecutive 
business days. Upon such failure, the issuer shall be notified promptly 
and shall have a period of 180 calendar days from such notification to 
achieve compliance. If the issuer has not been deemed in compliance 
prior to the expiration of the 180 day compliance period, it shall be 
afforded an additional 180 day compliance period, provided that on the 
180th day of the first compliance period, the issuer demonstrates that 
it meets the criteria for initial inclusion set forth in Rule 4310(c) 
(except for the bid price requirement set forth in Rule 4310(c)(4)) 
based on the issuer's most recent public filings and market 
information. If the issuer has publicly announced information (e.g., in 
an earnings release) indicating that it no longer satisfies the 
applicable initial inclusion criteria, it shall not be eligible for the 
additional compliance period under this rule.
    [If on the 180th day of the second compliance period, the issuer 
has not been deemed in compliance during such compliance period but it 
satisfies the criteria for initial inclusion set forth in Rule 4310(c) 
(except for the bid price requirement set forth in Rule 4310(c)(4)), 
the issuer shall be provided with an additional compliance period up to 
its next shareholder meeting scheduled to occur no later than two years 
from the original notification of the bid price deficiency, provided 
the issuer commits to seek shareholder approval at that meeting for a 
reverse stock split to address the bid price deficiency. If the issuer 
fails to timely propose, or obtain approval for, or promptly execute 
the reverse stock split, Nasdaq shall immediately institute delisting 
proceedings upon such failure. Compliance can be achieved during any 
compliance period by meeting the applicable standard for a minimum of 
10 consecutive business days.] Compliance can be achieved during any 
compliance period by meeting the applicable standard for a minimum of 
10 consecutive business days.
    (E) No change.
    (9)-(29) No change.
    (d) No change.

4320. Qualification Requirements for Non-Canadian Foreign Securities 
and American Depositary Receipts

    To qualify for inclusion in Nasdaq, a security of a non-Canadian 
foreign issuer, an American Depositary Receipt (ADR) or similar 
security issued in respect of a security of a foreign issuer shall 
satisfy the requirements of paragraphs (a), (b) or (c), and (d) and (e) 
of this Rule.
    (a)-(d) No change.
    (e) In addition to the requirements contained in paragraphs (a), 
(b) or (c), and (d), the security shall satisfy the criteria set out in 
this subsection for inclusion in Nasdaq. In the case of ADRs, the 
underlying security will be considered when determining the ADR's 
qualification for initial or continued inclusion on Nasdaq.
    (1) No change.
    (2)(A) For initial inclusion, [the issue shall have a minimum bid 
price of $4 and]the issuer shall have:
    (i)-(iii) No change.
    (B)-(D) No change.
    (E) (i) For initial inclusion, common stock, preferred stock and 
secondary classes of common stock, or their equivalents, shall have a 
minimum bid price of $4 per share. For continued inclusion, the minimum 
bid price per share shall be $1.
    (ii) A failure to meet the continued inclusion requirement for 
minimum bid price on The Nasdaq SmallCap Market shall be determined to 
exist only if the deficiency continues for a period of 30 consecutive 
business days. Upon such failure, the issuer shall be notified promptly 
and shall have a period of 180 calendar days from such notification to 
achieve compliance. If the issuer has not been deemed in compliance 
prior to the expiration of the 180 day compliance period, it shall be 
afforded an additional 180 day compliance period, provided, that on the 
180th day of the first compliance period, the issuer demonstrates that 
it meets the criteria for initial inclusion set forth in Rule 4320(e) 
(except for the bid price requirement set forth in Rule 
4320(e)(2)(E)(i)) based on the issuer's most recent public filings and 
market information. If the issuer has publicly announced information 
(e.g., in an earnings release) indicating that it no longer satisfies 
the applicable initial inclusion criteria, it shall not be eligible for 
the additional compliance period under this rule. Compliance can be 
achieved during any compliance period by meeting the applicable 
standard for a minimum of 10 consecutive business days.
    (iii) Nasdaq may, in its discretion, require an issuer to maintain 
a bid price of at least $1.00 per share for a period in excess of ten 
consecutive business days, but generally no more than 20 consecutive 
business days, before determining that the issuer has demonstrated an 
ability to maintain long-term compliance. In determining whether to 
monitor bid price beyond ten business days, Nasdaq will consider the 
following four factors: (i) margin of compliance (the amount by which 
the price is above the $1.00 minimum standard); (ii) trading volume (a 
lack of trading volume may indicate a lack of bona fide market interest 
in the security at the posted bid price); (iii) the market maker 
montage (the number of market makers quoting at or above $1.00 and the 
size of their quotes); and, (iv) the trend of the stock price (is it up 
or down).
    (3)-(4) No change.
    (5) There shall be at least 1,000,000 publicly held shares for 
initial inclusion and 500,000 publicly held shares for continued 
inclusion. For initial inclusion, such shares shall have a market value 
of at least $5 million. For continued inclusion, such shares shall have 
a market value of at least $1

[[Page 61890]]

million. In the case of preferred stock and secondary classes of common 
stock, there shall be at least 200,000 publicly held shares having a 
market value of at least $2 million for initial inclusion and 100,000 
publicly held shares having a market value of $500,000 for continued 
inclusion. In addition, the issuer's common stock or common stock 
equivalent security must be traded on either Nasdaq or a national 
securities exchange. In the event the issuer's common stock or common 
stock equivalent security is not traded on either Nasdaq or a national 
securities exchange, the preferred stock and/or secondary class of 
common stock may be included in Nasdaq so long as the security 
satisfies the listing criteria for common stock. Shares held directly 
or indirectly by any officer or director of the issuer and by any 
person who is the beneficial owner of more than 10 percent of the total 
shares outstanding are not considered to be publicly held.
    (6)-(25) No change.
    (f) No change.

4450. Quantitative Maintenance Criteria

    After designation as a Nasdaq National Market security, a security 
must substantially meet the criteria set forth in paragraphs (a) or 
(b), and (c), (d), (e), (f), (g), (h) or (i) below to continue to be 
designated as a national market system security. A security maintaining 
its designation under paragraph (b) need not also be in compliance with 
the quantitative maintenance criteria in the Rule 4300 series.
    (a)-(d) No change.
    (e) Compliance Periods
    (1) No change.
    (2) A failure to meet the continued inclusion requirement for 
minimum bid price shall be determined to exist only if the deficiency 
continues for a period of 30 consecutive business days. Upon such 
failure, the issuer shall be notified promptly and shall have a period 
of 180 calendar days from such notification to achieve compliance. [If 
the issuer has not been deemed in compliance prior to the expiration of 
the 180 day compliance period, it shall be afforded an additional 180 
day compliance period, provided, that on the 180th day following the 
notification of the deficiency, the issuer demonstrates that it meets 
the criteria for initial inclusion set forth in Rule 4420 (except for 
the bid price requirement set forth in Rule 4420(a)(4), (b)(4) or 
(c)(3)) based on the issuer's most recent public filings and market 
information. If the issuer has publicly announced information (e.g., in 
an earnings release) indicating that it no longer satisfies the 
applicable initial inclusion criteria, it shall not be eligible for the 
additional compliance period under this rule.
    If the issuer has not been deemed in compliance 45 calendar days 
before the expiration of the second 180 day compliance period, the 
Listing Qualifications Department shall issue a letter (the ``Staff 
Warning Letter''), notifying the issuer of its non-compliance, the 
pending expiration of the compliance period, and its right to request a 
hearing. The issuer must request a hearing within seven calendar days 
of the date of the Staff Warning Letter in order to preserve its right 
to review pursuant to Rule 4820. If the issuer requests a hearing, the 
hearing shall be scheduled for a date promptly following the expiration 
of the compliance period. If the issuer fails to request a hearing and 
does not regain compliance prior to the expiration of the compliance 
period, it shall be delisted immediately following the compliance 
period with no further opportunity for a hearing.] Compliance can be 
achieved during any compliance period by meeting the applicable 
standard for a minimum of 10 consecutive business days [during the 
applicable compliance period].
    Nasdaq may, in its discretion, require an issuer to maintain a bid 
price of at least $1.00 per share for a period in excess of ten 
consecutive business days, but generally no more than 20 consecutive 
business days, before determining that the issuer has demonstrated an 
ability to maintain long-term compliance. In determining whether to 
monitor bid price beyond ten business days, Nasdaq shall consider the 
following four factors: (i) Margin of compliance (the amount by which 
the price is above the $1.00 minimum standard); (ii) trading volume (a 
lack of trading volume may indicate a lack of bona fide market interest 
in the security at the posted bid price); (iii) the market maker 
montage (the number of market makers quoting at or above $1.00 and the 
size of their quotes); and, (iv) the trend of the stock price (is it up 
or down).
    (3)-(4) No change.
    (f)-(h) No change.
    (i) Transfers between The Nasdaq National and SmallCap Markets For 
Bid Price Deficient Issuers
    (1) If a National Market issuer has not been deemed in compliance 
prior to the expiration of [a] the compliance period for bid price 
provided in Rule 4450(e)(2), it may transfer to The Nasdaq SmallCap 
Market, provided that it meets all applicable requirements for 
continued inclusion on the SmallCap Market set forth in Rule 4310(c) 
[(other than the minimum bid price requirement of Rule 4310(c)(4))] or 
Rule 4320(e), as applicable, other than the minimum bid price 
requirement. A Nasdaq National Market issuer transferring to The Nasdaq 
SmallCap Market must pay the entry fee set forth in Rule 4520(a). The 
issuer may also request a hearing to remain on The Nasdaq National 
Market pursuant to the Rule 4800 Series.
    (2) Following a transfer to The Nasdaq SmallCap Market pursuant to 
paragraph (1), a [domestic or Canadian] Nasdaq National Market issuer 
will be afforded the remainder of any compliance period set forth in 
Rule 4310(c)(8)(D) or Rule 4320(e)(2)(E)(ii) as if the issuer had been 
listed on The Nasdaq SmallCap Market. The compliance periods afforded 
by this rule and any time spent in the hearing process will be deducted 
in determining the length of the remaining applicable compliance 
periods on The Nasdaq SmallCap Market.

4820. Request for Hearing

    (a) An issuer may, within seven calendar days of [the earlier of] 
the date of the Staff Determination [or the Staff Warning Letter 
referenced in Rule 4450(e)], request either a written or oral hearing 
to review the Staff Determination. Requests for hearings should be 
filed with The Nasdaq Office of Listing Qualifications Hearings (the 
``Hearings Department''). A request for a hearing shall stay the 
delisting action pending the issuance of a written determination by a 
Listing Qualifications Panel. If no hearing is requested within the 
seven calendar day period, the right to request review is waived, and 
the Staff Determination shall take immediate effect. All hearings shall 
be held before a Listing Qualifications Panel as described in Rule 
4830. All hearings shall be scheduled, to the extent practicable, 
within 45 days of the date that the request for hearing is filed, at a 
location determined by the Hearings Department. The Hearings Department 
shall make an acknowledgment of the issuer's hearing request stating 
the date, time and location of the hearing, and the deadline for 
written submissions to the Listing Qualifications Panel. The issuer 
shall be provided at least 10 calendar days notice of the hearing 
unless the issuer waives such notice.
    (b)-(c) No change.

IM-4350-1. Interpretive Material Regarding Future Priced Securities 
Summary

    No change.

[[Page 61891]]

How the Rules Apply

Shareholder Approval

    No change.

Voting Rights

    No change.

The Bid Price Requirement

    The bid price requirement establishes a minimum bid price for 
issues trading on Nasdaq. NASD Rules 4310(c)(4), [and] 4320(e)(2)(E), 
4450(a)(5) and 4450(b)(4) provide that, for an issue to be eligible for 
continued inclusion on The Nasdaq Stock Market, the minimum bid price 
per share shall be $1. An issue is subject to delisting from Nasdaq if 
its bid price falls below $1.
    [In addition, Rule 4450(b)(4), which applies only to issues 
qualifying for the Nasdaq National Market under maintenance standard 2, 
provides that for an issue to remain eligible for continued inclusion 
in the Nasdaq National Market, the minimum bid price shall be $5.]
    [The bid price requirement establishes a minimum bid price for 
issues trading on Nasdaq. An issue is subject to delisting from Nasdaq 
if its bid price falls below $1. In addition, certain issues are 
subject to delisting from the Nasdaq National Market if their bid price 
falls below $5.]
    The bid price rules must be thoroughly considered because the 
characteristics of Future Priced Securities often exert downward 
pressure on the bid price of the issuer's common stock. Specifically, 
dilution from the discounted conversion of the Future Priced Security 
may result in a significant decline in the price of the common stock. 
Furthermore, there appear to be instances where short selling has 
contributed to a substantial price decline, which, in turn, could lead 
to a failure to comply with the bid price requirement. * * *

Listing of Additional Shares

    No change.

Public Interest Concerns

    No change.

Reverse Merger

    No change.
    Footnote to IM-4350-1: * * * If used to manipulate the price of the 
stock, short selling by the holders of the Future Priced Security is 
prohibited by the antifraud provisions of the securities laws and by 
NASD Rules and may be prohibited by the terms of the placement.
* * * * *

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.

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

1. Purpose
    Nasdaq rules relating to the minimum bid price requirement were 
approved on a pilot basis by the Commission in February 2002 and 
modified in March and December 2003.\4\ These rules, which expire on 
December 31, 2004, provide 180 calendar days for a National Market 
issuer to regain compliance. Upon the expiration of the first 180 
calendar days, an issuer able to satisfy all initial listing criteria 
is eligible for an additional grace period, also on the National 
Market, of another 180 calendar days. Thereafter, a National Market 
issuer is also eligible to phase-down to the SmallCap Market to take 
advantage of the extended bid price grace period on that market if it 
meets all SmallCap initial listing criteria except for bid price. If a 
National Market issuer is not in compliance 45 days prior to the 
expiration of its second grace period, Nasdaq sends a warning letter to 
the issuer and the issuer must request a hearing at that time, if one 
is desired.
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    \4\ See Securities Exchange Act Release No. 45387 (February 4, 
2002), 67 FR 6306 (February 11, 2002) (SR-NASD-2002-13); Securities 
Exchange Act Release No. 47482 (March 11, 2003), 68 FR 12729 (March 
17, 2003) (SR-NASD-2003-34); and Securities Exchange Act Release No. 
48991 (December 23, 2003), 68 FR 75677 (December 31, 2003) (SR-NASD-
2003-44), amended by Securities Exchange Act Release No. 48991A 
(February 5, 2004), 69 FR 6707 (February 11, 2004) (SR-NASD-2003-
44).
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    Similarly, the current pilot provides 180 calendar days for a 
SmallCap Market issuer to regain compliance. Upon the expiration of the 
first 180-day grace period, an issuer satisfying all initial listing 
criteria is eligible for an additional grace period of 180 days. 
Thereafter, an issuer can receive a third grace period, up to the time 
of its next shareholders meeting (but not more than two years from the 
original notice of deficiency), if the issuer agrees to seek 
shareholder approval for a reverse stock split at that meeting and to 
implement the reverse stock split promptly afterward.
    Having reviewed its experiences under the pilot program, Nasdaq now 
proposes to modify the pilot rules and seek permanent approval of the 
revised rules. Nasdaq believes the time frames contained in the 
proposed rule, while shorter than those of the pilot rule, would allow 
sufficient time for issuers to execute a plan to regain compliance with 
the bid price rules. Nasdaq further believes that the proposed rule 
will simplify the administration of bid price deficiencies.
    The proposed rules would provide a SmallCap Market issuer with an 
initial 180-calendar-day period to regain compliance. Thereafter, the 
issuer could receive an additional 180-day grace period if it complied 
with all initial inclusion requirements except bid price. A National 
Market issuer would be provided 180 days to regain compliance on the 
National Market, after which it could transfer to the SmallCap Market 
if it complied with all SmallCap initial inclusion requirements except 
for bid price.
    An issuer in a compliance period under the pilot rules at the time 
the proposed rules are effective would get to finish that period, but 
must thereafter satisfy the proposed rules. Thus, for example, on 
January 1, 2005, when the proposed rules would be effective, a Nasdaq 
National Market issuer that is on day 120 of its second 180-day 
compliance period under the pilot program would be entitled to remain 
on the National Market for an additional 60 days to complete that 
compliance period; however, at the end of that period, the issuer would 
not be entitled to any additional time to regain compliance, nor would 
it be eligible to transfer to the Nasdaq SmallCap Market because the 
issuer would have been below the bid price requirement for a longer 
period than permitted under the proposed rules. The following chart 
provides further examples of what would happen to issuers in compliance 
periods under the pilot rules on January 1, 2005:

[[Page 61892]]



------------------------------------------------------------------------
                                                      Action at end of
Market as of January 1, 2005  Status as of January   compliance period,
                                     1, 2005        if still below $1.00
------------------------------------------------------------------------
National Market.............  In 1st 180-day        Transfer to SmallCap
                               compliance period.    Market pursuant to
                                                     proposed rules, if
                                                     eligible, or
                                                     subject to
                                                     delisting if not
                                                     eligible for
                                                     transfer.
National Market.............  In 2nd 180-day        Subject to delisting
                               compliance period.    at end of
                                                     period.\5\
SmallCap Market.............  In 1st 180-day        Eligible for 2nd 180-
                               compliance period.    day compliance
                                                     period pursuant to
                                                     proposed rules.
SmallCap Market.............  In 2nd 180-day        Subject to delisting
                               compliance period.    at end of
                                                     period.\6\
SmallCap Market.............  In 3rd compliance     Subject to delisting
                               period (until next    at end of period.
                               shareholder meeting
                               or two years from
                               deficiency
                               notification).
------------------------------------------------------------------------

    Finally, Nasdaq proposes to amend NASD Rule 4320 to require non-
Canadian foreign issuers to satisfy the minimum bid price and market 
value of publicly held shares requirements applicable to domestic 
issuers for continued listing on the Nasdaq SmallCap Market.\7\ 
Currently no such requirements apply to SmallCap Market issuers. In 
order to allow these issuers sufficient time to take appropriate action 
to achieve compliance, if necessary, Nasdaq proposes that this 
requirement be effective 18 months after approval by the Commission.
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    \5\ A Nasdaq National Market issuer that would be subject to 
delisting at the end of its current compliance period would be 
permitted to request a hearing to review that delisting decision 
even if it did not request such a hearing 45-days prior to the end 
of its compliance period as required by current NASD Rule 
4450(e)(2). Nasdaq believes that this is appropriate as such an 
issuer may have failed to request a hearing because it believed it 
would be entitled to transfer to the SmallCap Market to obtain 
additional time under the pilot rules.
    \6\ Pursuant to the proposed NASD Rule 4820, upon the Staff 
Determination of the delisting, any issuer may request either a 
written or oral hearing to review the Staff Determination. Telephone 
discussion between Arnold Golub, Office of General Counsel, Nasdaq, 
and Geoffrey Pemble, Special Counsel, Division of Market Regulation 
(``Division''), Commission, and Natasha Cowen, Attorney, Division, 
Commission (October 7, 2004).
    \7\ A rule change to impose these requirements for initial 
listing by non-U.S. issuers was approved in September 2004. See 
Securities Exchange Act Release No. 50458 (September 28, 2004), 69 
FR 59286 (October 4, 2004). Under this change, all non-U.S. issuers 
are required to meet the same initial inclusion bid price and market 
value of publicly held shares requirements as domestic and Canadian 
issuers. Nasdaq believes that these requirements provide important 
protections to investors, regardless of where the issuer is located.
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2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of section 15A of the Act\8\ in general and with section 
15A(b)(6) of the Act \9\ in particular, in that it is designed to 
promote just and equitable principles of trade, to remove impediments 
to and perfect the mechanism of a free and open market, and to protect 
investors and the public interest. Specifically, the proposed change to 
the bid price compliance periods would simplify the application of 
Nasdaq's rules and enhance transparency as to the application of those 
rules. Further, Nasdaq believes that the proposal to adopt continued 
listing requirements for bid price and market value of publicly held 
shares for non-Canadian foreign issuers listed on the SmallCap Market 
will protect investors and the public interest.
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    \8\ 15 U.S.C. 78o-3.
    \9\ 15 U.S.C. 78o-3(b)(6).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change would 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 the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an e-mail to [email protected]. Please include 
File Number SR-NASD-2004-147 on the subject line.

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., 
Washington, DC 20549-0609.
    All submissions should refer to File Number SR-NASD-2004-147. This 
file number should be included on the subject line if e-mail is used. 
To help the Commission process and review your comments more 
efficiently, please use only one method. The Commission will post all 
comments on the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). 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 Section, 450 Fifth 
Street, NW., Washington, DC 20549. Copies of such filing also will be 
available for inspection and copying at the principal office of the 
NASD. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
NASD-2004-147 and should be submitted on or before November 12, 2004.


[[Page 61893]]


    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E4-2784 Filed 10-20-04; 8:45 am]
BILLING CODE 8010-01-P