[Federal Register Volume 64, Number 235 (Wednesday, December 8, 1999)]
[Notices]
[Pages 68713-68714]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-31780]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-42193; File No. SR-PCX-99-49]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change by the Pacific Exchange, Inc. Relating to Financial Reports and
Related Notices (EDGAR Rule Filing)
December 1, 1999.
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 November 9, 1999, the Pacific Exchange, Inc. (``PCX'' or
``Exchange'') filed with the Securities and Exchange Commission
(``Commission'' or ``SEC'') the proposed rule change as described in
Items I, II and III below, which Items have been prepared by the
Exchange. 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
The PCX proposes to amend its Rule pertaining to Financial Reports
to allow for materials filed with the SEC through the SEC's Electronic
Data Gathering, Analysis, and Retrieval (``EDGAR'') system to be
considered effectively filed with the Exchange. Below is the text of
the proposed rule change.\3\
\3\ New language is italicized.
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Rule 3.3(t)(1).
Commentary .04.
Material required to be filed pursuant to the Securities Exchange Act
of 1934 will be considered as effectively filed with the Exchange upon
filing such documents through the SEC's Electronic Data Gathering
Analysis and Retrieval (``EDGAR'') system, excepting Forms 8-Ks and
proxy soliciting material.
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 Exchange 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 Exchange 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
PCX Rule 3.3(t)(1) requires that companies applying for listing on
the PCX enter into agreements with the Exchange and become subject to
its rules, regulations and policies applicable to listed companies.
Pursuant to the listing agreement with the Exchange and the rules under
the Act, each listed company is required to submit materials to be
filed pursuant to the Act.\4\
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\4\ Materials to be filed pursuant to the Act include Forms 8-K
Current Report, 10-Q Quarterly Report, 10-K Annual Report, or other
annual report forms for issuers using other than Form 10K; any proxy
soliciting material; Forms 3 and 4, reports of the Company's
officers, directors, and holders of more than 10% of the registered
equity security; (one signed copy, except when a company having
securities listed on another national securities exchange has taken
advantage of SEC Regulation 240.16a-1(c) and has designated another
exchange as the only exchange with which such reports are to be
filed. Designating an exchange may be accomplished by filing a
letter with the Securities and Exchange Commission with a copy to
each exchange on which the stock is listed); and Form 144, notice of
proposed sale of restricted securities (this report need be filed
under SEC Regulation 230.144(h) only with the principal exchange on
which the securities are listed). See PCX Rule 3.3(t)(1)(ii).
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To relieve listed companies of the burden and costs of providing
separate paper copies of their SEC filings to the Exchange, the
Exchange proposes to amend its filing requirements so that a company
that electronically files documents with the Commission will be deemed
to have satisfied its comparable filing requirement with the PCX.
Specifically, the Exchange now proposes that materials required to be
filed pursuant to the Act, pursuant to PCX Rule 3.3(t)(1)(ii), except
for Form 8-Ks and Preliminary Final Proxy Materials, be considered
effectively filed with the Exchange upon filing such documents through
the SEC's EDGAR system. The Exchange will continue to require that
listed issuers manually file one copy of all Form 8-Ks and Preliminary
Final Proxy Materials with the Exchange in order to be able to
approximately monitor significant corporate events.
2. Basis
The Exchange believes that the proposal is consistent with Section
6(b) \5\ of the Act, in general, and Section 6(b)(5),\6\ in particular,
in that it is designed to promote just and equitable principles of
trade, to foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect to,
and facilitating transactions in securities, and in general, to protect
investors and the public interest.
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\5\ 15 U.S.C. 78f(b).
\6\ 15 U.S.C. 78f(5).
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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
Written comments on the proposed rule change were neither solicited
nor received.
[[Page 68714]]
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 proposal is
consistent with the Act. Persons making written submissions should file
six copies thereof with the Secretary, Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549-0609. 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 Room. Copies of such filing will also be
available for inspection and copying at the principal office of the
PCX. All submissions should refer to File No. SR-PCX-99-49 and should
be submitted by December 29, 1999.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\7\
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\7\ 17 U.S.C. 200.30-3(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 99-31780 Filed 12-7-99; 8:45 am]
BILLING CODE 8010-01-M