[Federal Register Volume 59, Number 64 (Monday, April 4, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-7968]
[[Page Unknown]]
[Federal Register: April 4, 1994]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-33827; File No. SR-BSE-94-4]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change by the Boston Stock Exchange, Inc. Relating to Its Listing
Requirements
March 28, 1994.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on February 25, 1994, the
Boston Stock Exchange, Inc. (``BSE'' or ``Exchange'') 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 the self-regulatory organization. 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).
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The BSE proposes to amend its listing requirements to impose more
stringent criteria for initial listing of securities on the
Exchange.\2\
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\2\The BSE proposes to amend Chapter XXVII--Listing Securities--
Requirements 2260, Sec. 1, which outlines mandatory listing
requirements for common stock. The Exchange generally proposes the
following changes:
A. The proposal would increase the company's tangible asset
requirement to $2 million (up from $1.5 million) of $3 million in
total assets. It would also specify that intangible assets shall
include, inter alia, goodwill, patents, licenses, and trademarks and
other assets as the Exchange shall deem intangible.
B. The proposal would increase the required outstanding public
float requirement to 750,000 shares (up from 500,000). It would also
provide that the public float requirement shall be exclusive of
shares held by directors, officers or other concentrated holdings of
5% (down from 10%) or more.
C. The proposal would increase the minimum number of beneficial
stock holders required for listing to 750 (up from 500) beneficial
stockholders exclusive of the holdings of directors, officers or
other concentrated holdings of 5% (down from 10%) or more.
Currently, with respect to companies seeking to list following an
initial public offering, the Exchange must receive assurances from
the company or its representatives that the minimum beneficial
stockholder requirement be met following the distribution of the
shares. If not met within six months of listing, the Exchange shall
take immediate action to suspend dealings until the stockholder
requirement is met. The Exchange proposes to add the following
sentence to this section: Should the company fail to meet the
requirement within 90 days of suspension, the Exchange shall file an
application for delisting.
D. The proposal would increase the minimum bid price per share
to $2.00 per share (up from $1.00 per share) at the time of listing
in the case of an initial public offering. It would also require a
bid price of $2.00 (up from $1.00) to be maintained for 45 days (up
from 30) prior to listing in the case of a company not involved in
an initial public offering.
E. The proposal would increase the net tangible asset
requirement to $2 million (up from $500,000). The proposal would,
therefore, provide that the company must have either net income of
$100,000 in two of the past three years or net tangible assets in
the amount of $2 million.
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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 self-regulatory organization
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 self-regulatory organization
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
The purpose of the proposed rule change is to amend the listing
requirements of the Exchange to establish minimum quantitative and
qualitative requirements where practicable, to modernize and clarify
the language of the rule, and to begin to respond to the Commission's
concerns regarding certain issuers and promoters seeking listing solely
as a means to avoid the requirements of SEC Rule 15c2-6.
The statutory basis for the proposed rule change is Section 6(b)(5)
of the Act in that it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to perfect the mechanism of a free and open market
and a national market system, and in general, to protect investors and
the public interest.
B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change will
impose 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 has neither solicited nor received comments on the
proposed rule change, except from the Stock List Committee.
III. Date of Effectiveness of the Proposed Rule Change and Timing
for Commission Action
Within 35 days of the publication of this notice in the Federal
Register or within such other 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 the 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. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.
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 at the
Commission's Public Reference Section, 450 Fifth Street, NW.,
Washington, DC 20549. Copies of such filing will also be available for
inspection and copying at the principal office of the BSE. All
submissions should refer to File No. SR-BSE-94-4 and should be
submitted by April 25, 1994.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 94-7968 Filed 4-1-94; 8:45 am]
BILLING CODE 8010-01-M
