| Corporate Data Operations
The mission of Corporate Data Operations is to disseminate timely, detailed and accurate information regarding the companies listed on The NASDAQ Stock Market to ensure the integrity of the marketplace. Corporate Data Operations handles all issues and questions related to stock splits/dividends, company reorganizations, name and symbol changes, Daily List information, or the Uniform Practice Code.
General Questions
Notifications of Dividends/Distributions/Rights Offerings
Changes in Company Record and Total Shares Outstanding
Substitution Listing Events, Corporate Re-Organizations, Tender Offers, and Redemptions/Extensions of Derivative Securities
When-Issued Trading
General Questions
What is a CUSIP number?
A CUSIP number is the U.S. identification number assigned by the CUSIP Service Bureau (operated by Standard and Poor's Corp. for the American Banking Association) for both equity and debt instruments. It is the U.S. standard for identification and facilitates the orderly and accurate trade processing and the ultimate settlement of transactions. The CUSIP Service Bureau can be reached directly at +1 212 438 6565 or www.cusip.com.
What instances require a change in the CUSIP number?
The CUSIP number is assigned to each issue and may need to be changed when there is a:
- Change in company name;
- Reorganization;
- Merger;
- Forward stock split, when payable upon surrender of certificates;
- Reverse stock split; or
- Emergence from bankruptcy.
The company should contact the CUSIP Service Bureau directly at +1 212 438 6565 for guidance regarding whether or not a new CUSIP number is needed and to secure the new number. Please note that the change in the CUSIP number is typically due to a corporate action. The company should review Regulatory Requirements and/or the Frequently Asked Questions provided on this page regarding the submission of the applicable Notification, supporting documentation and fee payment necessary for the processing of the corporate action. The company should contact Corporate Data Operations if it has any questions regarding the notification process.
What rules govern Transfer Agents?
Transfer Agents are governed by Security and Exchange Commission Rules 17A(d)-1 through 17A(d)-5.
What is an "ADR"?
An "ADR" is an American Depositary Receipt issued by banks and represents securities of a non-U.S. company. ADRs allow trading of non-U.S. securities in the U.S.
How can I obtain a copy of the Daily Lists?
The NASDAQ Equities List and the Dividend Daily List are posted each day on the NASDAQOMXTrader.com website. For information on how to subscribe to the Daily Lists, please follow the instructions at: www.NASDAQOMXTrader.com. For OTCBB issues, please see www.OTCBB.com.
Notifications of Dividends/Distributions/Rights Offerings
When must a company report a declaration of a dividend?
Notice of the declaration of a dividend must be received at least 10 calendar days prior to the Record Date to be in compliance with Listing Rule 5250(e)(6) and Rule 10b-17 of the Securities and Exchange Act of 1934. (Updated: April 13, 2009)
How does a company report a dividend?
To report a dividend, a company may complete either a Notification: Non-Cash Dividend/Distribution or Notification: Cash Dividend/Distribution depending upon whether the dividend that is being declared is a stock dividend or a cash dividend. These completed forms may be sent via email to dividends@nasdaqomx.com or by fax to Corporate Data Operations at +1 203 385 6381.
What is a Record Date for a dividend?
The Record Date is the day on which the company's transfer agent compiles a list of those persons having shares registered in their names.
What is a Payable Date for a dividend?
The payable date is the day on which the registered holders will be mailed or electronically credited the distribution.
What is an ex-dividend date?
An ex-dividend date is the first day on which a security is traded without rights to a particular distribution. It is on the ex-dividend date that a security price is adjusted to reflect the dividend.
How is an ex-dividend date set?
All ex-dividend dates are established in accordance with the Uniform Practice Code (UPC Rule 11140). See NASDAQ Rule 11140.
What documents does NASDAQ require for a Forward Stock Stock Split?
The company should complete the Notification: Non-Cash Dividend/Distribution at least 10 calendar days prior to the record date. Please follow the instructions on the Notification regarding its submission. Please note if the forward split is payable upon surrender of certificates the following items need to be included:
- Whether the shareholders have approved the transaction;
- The split ratio;
- The new CUSIP number, if changed;
- Total Shares Outstanding (TSO)/Par Value before and after the split;
- Whether all legal filings have been completed with the appropriate state or non-U.S. agency;
- The effective date of the forward split (as of the opening of business);
- Proxy or Board Resolutions; and
- Amended Articles of Incorporation.
If a new CUSIP number is required to effect the forward stock split, a suffix character, "D", will be appended to the issue symbol for 20 trading days to reflect the split. (Updated: June 3, 2009)
What documents does NASDAQ require for a Reverse Stock Split?
The company should complete the Notification: Substitution Listing Event at least 15 calendar days prior to the effective date. Please follow the instructions on the Notification regarding its submission and the payment of the $7,500 required fee.
The submission should contain the following information as appropriate:
- Whether the shareholders have approved the transaction;
- The split ratio;
- The new CUSIP number;
- Total Shares Outstanding (TSO)/Par Value before and after the split;
- Whether all legal filings have been completed with the appropriate state or non-U.S. agency;
- The effective date of the reverse stock split (as of the opening of business);
- Proxy or Board Resolutions; and
- Amended Articles of Incorporation.
The suffix character, "D", will be appended to the issue symbol for 20 trading days to reflect the reverse split. (Updated: June 3, 2009)
How does a company notify NASDAQ regarding a Rights Offering or "Poison Pill"?
The company should complete the Notification: Non-Cash Dividend/Distribution at least 10 calendar days prior to the record date.
Change in Company Record and Total Shares Outstanding
What changes in the company's record require notification to NASDAQ?
All companies listed on The NASDAQ Stock Market are required to file the Notification: Change in Company Record when the following changes occur:
- Change in the company's name;
- Change in the par value or title of the company's securities; or
- Voluntary change in the company's symbol.
All notifications are required to be filed with NASDAQ no later than 10 calendar days after the change; however, NASDAQ recommends that the request be submitted at least two business days prior to the change. NASDAQ assesses a $2,500 fee for each change in the company's record. Please follow the instructions provided on the Notification regarding its submission and the payment of the $2,500 fee.
Is there a fee associated with the notification of a change in the company's record?
Yes. NASDAQ assesses a $2,500 fee for each request for a change in the company's record. The company should follow the instructions on the Payment Form: Record-Keeping Fee when submitting the Notification and the fee payment.
Wiring instructions for the fee payment are as follows:
| By Federal Reserve Wire |
| The NASDAQ Stock Market LLC |
| Bank Name: | Wachovia Bank, N.A. |
| Bank Address: | New York, NY |
| SWIFT Number: | PNBPUS3NNYC |
| ABA Number: | 031201467 |
| Beneficiary: | NASDAQ |
| Account Number: | 2000031405177 |
| Reference: | GL2000911, company name, symbol, and note that the fee is for a record-keeping change. |
| By American Clearing House
| | The NASDAQ Stock Market LLC
|
| Bank Name: | Wachovia Bank |
| Bank Address: | New York, NY |
| SWIFT Number: | PNBPUS3NNYC |
| ABA Number: | 026012881 |
| Beneficiary: | NASDAQ |
| Account Number: | 2000031405177 |
| Reference: | GL2000911, company name, symbol, and note that the fee is for a record-keeping change. |
The company may also submit its fee by check. Please remit the payment and the Payment Form: Record-Keeping Fee to either of the following addresses:
Courier Overnight
The NASDAQ Stock Market LLC
Lockbox 20200
c/o Wachovia Bank, N.A.
401 Market Street
Philadelphia, PA 19106
|
-or- |
Regular Mail
The NASDAQ Stock Market LLC
Lockbox 20200
P.O. Box 8500
Philadelphia, PA 19178-0200 |
My company is considering changing its name. What information does NASDAQ need?
The company should complete the Notification: Change in Company Record and submit the $2,500 record-keeping fee no later than 10 business days after the change; however, NASDAQ recommends that the submission be made no later than two business days prior to the requested change in the company's name. Please see the instructions regarding the submission of the notification and payment to Corporate Data Operations. The company should also provide a new Listing Agreement to Listing Qualifications. (Updated: December 17, 2008)
My company is considering changing the par value or title of its securities. What information does NASDAQ need?
The company should complete the Notification: Change in Company Record and submit the $2,500 record-keeping fee to Corporate Data Operations. The request for the change in the company record and fee should be submitted no later than 10 calendar days after the change; however, NASDAQ recommends that the submission be made no later than two business days prior to the change.
My company is currently trading on The NASDAQ Stock Market and is considering changing its symbol. How do I reserve a symbol and what information is required?
A company may submit a request to reserve up to three new symbols for trading on The NASDAQ Stock Market by using our on-line form. The reservations will remain in place for up to 24 months.
The company should contact Corporate Data Operations no later than two business days in advance of the desired change date to coordinate the symbol change. The company should also complete the Notification: Change in Company Record and submit the $2,500 record-keeping fee. The company must provide documentation that the symbol reservation has been confirmed by NASDAQ Symbol Reservations. (Updated: June 3, 2009)
What Notification does my company need to submit if the number of total shares outstanding has increased or decreased by 5% or more?
The company should file the Notification: Change in the Number of Shares Outstanding. The Notification should be filed no later than 10 calendar days after the occurrence.
Substitution Listing Events, Corporate Re-Organizations, Tender Offers, and Redemptions/Extensions of Derivative Securities
What is a "Substitution Listing Event" and what are the associated notification requirements to NASDAQ?
All companies listed on The NASDAQ Stock Market are required to file the Notification: Substitution Listing Event when the following events occur:
- Reverse stock split;
- Re-incorporation or a change in the company's place of organization;
- The formation of a holding company that replaces a listed company;
- Reclassification or exchange of a company's shares for another security;
- The listing of a new class of securities in substitution for a previously-listed class of securities; or
- Any technical change whereby the shareholders of the original company received a share-for-share interest in the new company without any change in their equity position or rights.
All notifications are required to be filed with NASDAQ 15 calendar days prior to the substitution listing event, with the exception of a re-incorporation or a change to a company's place of organization. For these events, the company shall notify NASDAQ as soon as practicable after the re-incorporation or the change in the company's place of organization has been implemented, NASDAQ assesses a $7,500 fee for each substitution listing event. Please follow the instructions provided on the Notification regarding its submission, the required supporting documentation, and the fee payment.
Please note that The NASDAQ Stock Market also requires notification when a company requests a change of its name, a change in the par value or title of its securities, or a voluntary change in its trading symbol. Please note that if such record-keeping changes occur as a result of a substitution listing event, the company should report all changes on the Substitution Listing Event form. No further action or fees are required. If the company is changing its name, the company should also provide a new Listing Agreement to Listing Qualifications. (Updated: December 17, 2008)
Is there a fee associated with the notification of a "Substitution Listing Event"?
Yes. NASDAQ assesses a $7,500 fee for each notification of a "Substitution Listing Event". The company should follow the instructions on the Payment Form: Substitution Listing Event when submitting the Notification and the fee payment.
Wiring instructions for the fee payment are as follows:
| By Federal Reserve Wire |
| The NASDAQ Stock Market LLC |
| Bank Name: | Wachovia Bank, N.A. |
| Bank Address: | New York, NY |
| SWIFT Number: | PNBPUS3NNYC |
| ABA Number: | 031201467 |
| Beneficiary: | NASDAQ |
| Account Number: | 2000031405177 |
| Reference: | GL2000911, company name, symbol, and note that the fee is for a Substitution Listing Event. |
| By American Clearing House
| | The NASDAQ Stock Market LLC
|
| Bank Name: | Wachovia Bank |
| Bank Address: | New York, NY |
| SWIFT Number: | PNBPUS3NNYC |
| ABA Number: | 026012881 |
| Beneficiary: | NASDAQ |
| Account Number: | 2000031405177 |
| Reference: | GL2000911, company name, symbol, and note that the fee is for a Substitution Listing Event. |
The company may also submit its fee by check. Please remit the payment and the Payment Form: Substitution Listing Event Fee to either of the following addresses:
Courier Overnight
The NASDAQ Stock Market LLC
Lockbox 20200
c/o Wachovia Bank, N.A.
401 Market Street
Philadelphia, PA 19106
|
-or- |
Regular Mail
The NASDAQ Stock Market LLC
Lockbox 20200
P.O. Box 8500
Philadelphia, PA 19178-0200 |
What information does NASDAQ require for a change in the state of incorporation?
The company should complete the Notification: Substitution Listing Event as soon as practicable after the re-incorporation or the change in the place of organization has been implemented. Please follow the instructions on the Notification regarding its submission and the payment of the $7,500 required fee. The submission should include any applicable proxy statement or board resolutions.
Another company is acquiring my company, and my securities will no longer exist. What information do I need to submit to NASDAQ?
If a NASDAQ-listed company is to merge with or be acquired by another company, the NASDAQ-listed company or its counsel should provide a letter with the following information to Corporate Data Operations:
- Whether the shareholders have approved the transaction;
- Name and contact of the acquiring entity;
- Merger considerations on a per share basis (If there is an election, consideration for the non-electing shareholder should be provided.)
- Confirmation that the Certificate of Merger has been filed with the appropriate state or non-U.S. agency; and
- Request to delist at the close of business on the day that the merger is completed.
The company or its counsel should contact Corporate Data Operations prior to the declaration of the shareholder meeting date, so that any extraneous issues, which may arise as a result of the merger, can be discussed in advance.
What information does NASDAQ require in connection with a tender offer?
If applicable, the company should submit the following information to Corporate Data Operations with a copy to Listing Qualifications:
- Schedule TO from bidder or Offering Circular;
- Schedule 14D-9 from target or Offering Circular;
- A letter requesting delisting from NASDAQ. Please specify the effective date of the delisting as of the opening of business, and
- Notice of effectiveness of merger.
The company or its counsel should contact Corporate Data Operations as soon as possible after the launch of the tender offer, so that any extraneous issues, which may arise as a result of the merger, can be discussed in advance.
What information does NASDAQ need for Redemptions/Expirations or the Extensions of Warrants, Rights, Convertible Debt or Tender Offers?
The company should contact Corporate Data Operations by telephone at least ten business days prior to the change in the redemption/expiration or extension dates of warrants, rights, convertible debentures or tender offers. The company will be requested to confirm the details of the corporate action in writing.
When-Issued Trading
What does "when-issued" trading mean?
A trade is done on a "when-issued" basis because there are no physical certificates available evidencing the securities being traded, therefore a delivery date cannot be determined at the time of execution.
How is a "when-issued" settlement date established?
A "when-issued" settlement is established once a sufficient percentage of the issue has been distributed and is available for the settlement within three business days of the trade date (T + 3).
What rules govern "when-issued" contracts?
Uniform Practice Code Rule 11130 governs the establishment, processing, settlement and/or cancellation of "when-issued" contracts. See NASDAQ Rule 11130. (Updated: December 10, 2008)
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