[Federal Register Volume 70, Number 132 (Tuesday, July 12, 2005)]
[Notices]
[Pages 40073-40074]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-13605]


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SECURITIES AND EXCHANGE COMMISSION

[File No. 1-32170]


Issuer Delisting; Notice of Application of NutriSystem, Inc., To 
Withdraw Its Common Stock, $.001 Par Value, From Listing and 
Registration on the American Stock Exchange LLC

July 6, 2005.
    On June 22, 2005, NutriSystem, Inc., a Delaware corporation 
(``Issuer''), filed an application with the Securities and Exchange 
Commission (``Commission''), pursuant to Section 12(d) of the 
Securities Exchange Act of 1934 (``Act'') \1\ and Rule 12d2-2(d) 
thereunder,\2\ to withdraw its common stock, $.001 par value 
(``Security''), from listing and registration on the American Stock 
Exchange LLC (``Amex'').
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    \1\ 15 U.S.C. 78l(d).
    \2\ 17 CFR 240.12d2-2(d).
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    On June 20, 2005, the Board of Directors (``Board'') of the Issuer 
unanimously approved resolutions to withdraw the Security from listing 
and registration on Amex and to list the Security on the Nasdaq 
National Market (``Nasdaq''). The Issuer stated that the Board 
determined to withdraw the Security from listing on Amex based on the 
following opinions of the Board: (i) Nasdaq is the premier stock market 
for high growth companies because it is a screen-based electronic 
marketplace with competing market makers that offer faster trade 
execution times, reduced trading volatility, increased liquidity, and 
greater exposure to and coverage by institutions that invest in high 
growth markets; and (ii) in light the aforementioned advantages, it is 
in the best interest of the Issuer and its stockholders to list the 
Security on Nasdaq.
    The Issuer stated in its application that it has met the 
requirements of Amex Rule 18 by complying with all applicable laws in 
effect in the State of Delaware, in which it is incorporated, and 
provided written notice of withdrawal to Amex.
    The Issuer's application relates solely to withdrawal of the 
Security from listing on the Amex and from registration under Section 
12(b) of the Act,\3\ and shall not affect its obligation to be 
registered under Section 12(g) of the Act.\4\
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    \3\ 15 U.S.C. 78l(b).
    \4\ 15 U.S.C. 78l(g).
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    Any interested person may, on or before July 29, 2005, comment on 
the facts bearing upon whether the application has been made in 
accordance with the rules of Amex, and what terms, if any, should be 
imposed by the Commission for the protection of investors. All comment 
letters may be submitted by either of the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/delist.shtml); or
     Send an e-mail to [email protected]. Please include 
the File Number 1-32170 or;

Paper Comments

     Send paper comments in triplicate to Jonathan G. Katz, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-9303.
    All submissions should refer to File Number 1-32170. This file 
number should be included on the subject line if e-mail is used. To 
help us 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/delist.shtml). 
Comments are also available for public inspection and copying in the 
Commission's Public Reference Room. All comments received will be 
posted without change; we do not edit personal identifying information 
from

[[Page 40074]]

submissions. You should submit only information that you wish to make 
available publicly.
    The Commission, based on the information submitted to it, will 
issue an order granting the application after the date mentioned above, 
unless the Commission determines to order a hearing on the matter.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\5\
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    \5\ 17 CFR 200.30-3(a)(1).
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Jonathan G. Katz,
Secretary.
[FR Doc. 05-13605 Filed 7-11-05; 8:45 am]
BILLING CODE 8010-01-M