Summary

On January 13, 2006, the Securities and Exchange Commission (SEC) approved NASDAQ's amended application to register The NASDAQ Stock Market as a national securities exchange. NASDAQ will begin operating as an exchange once NASDAQ satisfies the conditions specified in the approval order. This order was subsequently modified on June 30, 2006 to permit NASDAQ to begin operating as an exchange in NASDAQ-listed securities separately from other exchange-listed securities, pending the completion of the necessary conditions set forth in the original order.

Additionally, on June 30, 2006, the SEC approved the National Association of Securities Dealers, Inc.'s (NASD) proposed changes to its rules to reflect NASDAQ's registration as a national securities exchange. Among the rules approved is the NASD's proposal to establish The Trade Reporting Facility LLC, which is jointly owned by NASD and The NASDAQ Stock Market, Inc., the publicly traded parent company of the NASDAQ Stock Market LLC. The Trade Reporting Facility will operate the NASD facility for reporting of over-the-counter trades in NASDAQ securities.

Effective August 1, 2006, NASDAQ began operations as an exchange in NASDAQ-listed securities. NASDAQ became operational as an exchange in non-NASDAQ listed securities on February 12, 2007.

Listed Companies: Change in SEC Registration

In connection with NASDAQ's transition to a national securities exchange, the securities of NASDAQ-listed companies registered under Section 12(g) of the Securities Exchange Act of 1934 or exempt from registration under Section 12(g)(2)(B) have become registered under Section 12(b) of the Exchange Act. As a result, any future annual filings pursuant to the Exchange Act should now indicate that the company's NASDAQ-listed securities are registered under Section 12(b) of the Exchange Act and list "The NASDAQ Stock Market LLC" as the exchange upon which those securities are listed. Notwithstanding the change in registration, the SEC has advised that companies should continue to file Exchange Act reports using the same file number (00X-XXXXX) that they previously were assigned by the SEC. Companies' CIK numbers also will remain the same. NASDAQ does not believe that this change in registration status will affect any of the disclosure requirements imposed on companies by the Exchange Act.

Thirteen issuers whose securities are presently exempt from Section 12(g) registration must become registered under Section 12(b) of the Securities Exchange Act of 1934. However, NASDAQ requested, and the SEC granted, an exemption to allow these companies a temporary three-year continuation of their exemption until August 1, 2009, allowing the continued trading on an unregistered basis, subject to the terms of the existing exemption. In order for trading on NASDAQ to continue after August 1, 2009, the securities of these companies will need to be registered under Section 12(b).

Copies of the SEC's orders concerning issuer registration can be found at: http://www.sec.gov/rules/other/2006/34-54240.pdf and http://www.sec.gov/rules/exorders/2006/34-54241.pdf. A copy of NASDAQ's application to the SEC is available at: http://www.sec.gov/rules/exorders/2006/nasdaq_12exreq.pdf.

In addition, the banking regulators that oversee certain NASDAQ-listed banks also granted relief to the companies they oversee. A copy of that relief has been provided to the affected companies. .

Listing Process and Rules

NASDAQ is now operating as an independent self regulatory organization (SRO), separate from NASD, with its own Rules Manual. Certain rules that have been previously available in the NASD Manual Online, such as Marketplace and Listing Rules, are now available within the NASDAQ Manual Online. Listed companies and their representatives will find the NASDAQ Manual Online to be very similar to the NASD Manual Online - with the same organization, search capabilities and ease of navigation.

Other than the change in registration type, the impact on NASDAQ's listed companies will be minimal. The current NASDAQ listing standards and fees will not change when NASDAQ becomes an exchange. The initial and continued listing processes and procedures will essentially remain unchanged. The delisting process will be modified slightly to conform with SEC requirements for exchange delistings.

Effective August 1, 2006, the date NASDAQ became operational as a national securities exchange, Section 16 and Form 144 filings related to NASDAQ-listed securities will have to be filed with NASDAQ. However, NASDAQ has received no-action relief from the Securities and Exchange Commission that will allow the electronic filing of Section 16 reports and Forms 144 through the SEC's EDGAR system to satisfy the obligation to file these reports with NASDAQ. A copy of Section 16 and Form 144 Filings not made using the SEC's EDGAR system should be sent to Listing Qualifications. To view a copy of the SEC's response to NASDAQ, click here.

If you have any questions regarding NASDAQ's transition to an exchange, please contact Listing Qualifications at +1 301 978 8008.