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Listing Application-New Class Of Securities Form. This is a Official Federal Forms form and can be use in Additional Listing Applications NASDAQ.
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Tags: Listing Application-New Class Of Securities, Official Federal Forms NASDAQ, Additional Listing Applications
The NASDAQ Stock Market®
Listing Application:
New Class of Securities
This application is to be completed by NASDAQ-listed companies seeking to list a new class of securities on
The NASDAQ Stock Market. Please complete only the applicable sections. Note: Companies seeking to list
additional shares of a security already listed on NASDAQ® should complete the Notification: Listing of
Additional Shares.
PART I
A. Company Information
COMPANY NAME *****
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES
ADDRESS
PHONE
FAX
WEBSITE
STATE OF INCORPORATION
DATE OF INCORPORATION
SEC FILE NUMBER
STANDARD INDUSTRIAL CLASSIFICATION (SIC) CODE
CENTRAL INDEX KEY NUMBER (CIK)
B. Market Choice: An issuer seeking to list on either the Global Select Market or the Global
Market will be approved for the market tier with the highest listing standards that the company meets.
NASDAQ Global Select Market®
NASDAQ Global Market®
NASDAQ Capital Market®
C. Investment Banker or Market Maker Contacts
Please provide the following information regarding the investment bankers in the underwriting group or
the market makers who will make a market in the company’s securities.
FIRM
CONTACT NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
FIRM
CONTACT NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
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FIRM
CONTACT NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
FAX
EMAIL
FIRM
CONTACT NAME
ADDRESS
ADDRESS
PHONE
D. Company Contacts
Please list the name, title and email address of the individual(s) to be designated as company contact(s)
for this application. Attach a separate sheet if the address for a designated contact person differs from
the address of the principal executive offices listed above.
NAME
TITLE
EMAIL
NAME
TITLE
EMAIL
NAME
TITLE
EMAIL
PART II
A. Security Information
1.
Description of issue(s) to be listed (include current symbol(s), par or stated value, warrant
expiration date and exercise price, ratio for American Depositary Shares to underlying shares,
and other relevant information):
2.
Provide three (3) proposed trading symbols in order of preference. All choices must comprise of
one to five alpha characters. If a NASDAQ symbol has been previously reserved, list only that
symbol.
Questions regarding symbols should be directed to the NASDAQ Symbol Coordinator at
symbol.reservation@nasdaqomx.com.
3.
Please list the CUSIP* number for each issue for which application is being made.
Issue(s) to be listed:
CUSIP Number*:
*CUSIP Service Bureau can be reached at +1 212 438 6565 or www.cusip.com.
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4.
Will the CUSIP number(s) be included in the file of eligible issues of a registered securities
depository upon the commencement of trading?
Yes
No
5.
Transfer Agent:
NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
TRANSFER AGENT LPA NUMBER
6.
For American Depositary Shares (ADS), list the name and address of Depositary Bank:
NAME
ADDRESS
ADDRESS
PHONE
FAX
EMAIL
Confirm that the ADS have been issued in a sponsored program:
Yes
No
7.
Does the company have any class of common stock or other security entitling the holder(s)
to differential voting rights, dividend payments, or other preferences?
Yes
No
If “yes,” please provide a complete description of such rights or preferences.
8.
If there is an existing public market for the issue(s) covered by this application, please identify
each security, marketplace and trading symbol.
9.
Has the company or any of its predecessors previously applied or requested a review of
eligibility to have its securities listed or quoted on any marketplace? If so, please provide the
name of the marketplace, and the date and outcome of the application. In addition, state
whether the company’s securities have ever been delisted; the date and reasons for any
delisting; whether the issuer is (was) the subject of any inquiries or investigations by a
securities exchange; and the outcome or resolution of such inquiries or investigations. Please
note that the issuer’s obligation to respond to this question is ongoing and the issuer must
promptly advise NASDAQ of receipt of any relevant inquiry.
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B. Type of Listing
Please complete the applicable section below.
Public Offerings
1a.
Method by which securities are being offered:
Initial Public Offering
Reorganization
Secondary Offering
Exchange Offer
Merger
Conversion
Distribution
Spin-off
Other (please specify):
1b.
If distribution or spin-off, please provide parent company name:
2.
Type of offering:
Firm Commitment
Best Efforts — minimum/maximum
3.
Best Efforts — all or none
Other (please specify):
Anticipated number of round lot beneficial shareholders after the offering:
Anticipated number of beneficial shareholders after the offering:
4.
Expected effective date of registration statement:
5.
Expected closing date of offering:
6.
Will delivery of stock certificates (to the members of the underwriting group for distribution) be
within three business days of initial inclusion on NASDAQ?
Yes
No
If “no”, please note that this will result in a “when-issued” trading market.
7.
Will the stock certificates contain any restrictive legends?
If “yes,” please describe:
Yes
No
Public Securities
1.
Number of round lot beneficial shareholders:
Date:
Number of beneficial shareholders:
Date:
Please attach confirmation from transfer agent, proxy solicitation firm, or other independent
source.
2.
Please designate the appropriate registration category of each issue. A copy of the appropriate
document evidencing registration must accompany this application.
Section 12(b) of 1934 Act
Investment Company Act of 1940
Section 12(g) of 1934 Act
Other (please specify):
3.
Has the company filed a Form 10 registration statement, or equivalent document, within the
past 12 months for purposes of registering a class of securities under Section 12 of the 1934 Act
with the Securities and Exchange Commission (SEC) or other regulatory authority?
Yes
No
If “yes,” please provide a copy of the complete filing and include comments from the SEC or
appropriate regulatory authority and the company’s responses thereto.
Date of SEC effectiveness:
Date cleared all SEC comments:
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PART III
A. Additional Documentation and Information
The fact that an applicant may meet NASDAQ’s numerical guidelines does not necessarily mean that its
application will be approved. In connection with the review of any application, and as set forth in the
NASDAQ Listing Rules, NASDAQ reserves the right to request additional information or documentation,
public or non-public, deemed necessary to make a determination regarding a security’s qualification for
initial inclusion, including but not limited to, any material provided to or received from the Securities
and Exchange Commission or other regulatory authority.
B. Other
Please note that securities of companies listing on NASDAQ are required to be eligible for a Direct
Registration Program operated by a clearing agency registered under Section 17A of the Exchange Act,
such as the one offered by The Depository Trust Company (“DTC”). To be eligible, an issuer is required
to use a transfer agent that meets DTC’s insurance and connectivity requirements. Further, the transfer
agent must instruct DTC to designate the company’s securities as direct registered eligible securities. In
addition, the issuer’s governing documents, such as its by-laws, must permit securities that are not
represented by certificates. Please note that this rule does not apply to non-equity securities which are
book-entry-only.
Please provide a written confirmation from the company’s transfer agent that the security to be listed is
eligible for a Direct Registration Program, or will be on the commencement of trading on NASDAQ, or
indicate that the security is a non-equity security that is issued in book-entry form only.
C. Affirmation – Please sign and date the application.
I,
, as
NAME OF INDIVIDUAL
of
TITLE
COMPANY NAME
hereby certify, to the best of my knowledge and belief, that the information contained in the
application is true and correct, as of the date below, and will notify NASDAQ promptly of any material
changes.
Signature of Company Officer
SIGNATURE
DATE
D. Submission
Send the Application and supporting documentation to:
The NASDAQ Stock Market LLC
Listing Qualifications
9600 Blackwell Road
Rockville, MD 20850
Phone: +1 301 978 8008
Please see the Application Guides for information concerning the submission of the non-refundable
application fee and the balance of the entry fee.
©April 2011, The NASDAQ OMX Group, Inc. All rights reserved. The NASDAQ Stock Market, NASDAQ, The NASDAQ Global Select
Market, The NASDAQ Global Market and The NASDAQ Capital Market are registered trademarks of The NASDAQ OMX Group, Inc.
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APPLICATION GUIDE: INITIAL PUBLIC OFFERINGS
ACTION
Submit:
Application (signed and dated by company) and
and Registration Statement (one copy).
Submit the non-refundable application fee, along
with the Entry Fee Payment Form. An estimated
entry fee will be calculated by Listing Qualifications
upon request.
Submit:
One marked copy of any amendments to the
registration statement. Copies of all
correspondence between the SEC and the
company relating to the filing of the company’s
registration statement.
Provide additional information.
Provide copy of Form 8-A.
Provide notice of anticipated effective date of
registration statement.
Confirm security addition.
Register market makers.
Release security for trading.
Provide notice of effectiveness and pricing.
Submit final registration statement or prospectus
(1 copy).
Provide written notice if over-allotment is
exercised.
RESPONSIBLE PARTY
TIMING
Mail to*:
Company or company’s
counsel
At time of application
A
Company or company’s
counsel
The non-refundable fee is due at the
time of the application. The balance
of the entry fee is due prior to the
commencement of trading.
Concurrent with SEC or other
regulatory authority filing
B The company may
wire its fees. Please
see instructions
below.
A
Upon request by Listing
Qualifications
Concurrent with SEC filing
A
Notify Listing Qualifications by phone
at least 3 business days prior to the
anticipated effective date of the
registration statement.
Notify Corporate Data Operations by
phone upon effectiveness and
pricing.
Notify Listing Qualifications by
phone.
As soon as available
A
A
By closing date of over-allotment
A
Company or company’s
counsel
Company or company’s
counsel
Company or company’s
counsel
Company or company’s
counsel
Underwriter syndicate and all
market makers
Company or company’s
counsel
Company or company’s
counsel
Company or company’s
counsel
A
C
A
*ADDRESSES
A. The NASDAQ Stock Market LLC, Listing Qualifications, 9600 Blackwell Road, Rockville, MD 20850. Phone: +1 301 978 8008
Fax: +1 301 978 8069
B. By Federal Reserve Wire: The NASDAQ Stock Market LLC, Bank Name: Wachovia Bank, N.A., Bank Address: 12 East 49th Street, New York, NY
10017, SWIFT Number: PNBPUS3NNYC, ABA Number: 031201467, Beneficiary: NASDAQ, Account Number: 2000031405177, Reference:
GL2100625, company name, symbol, and note that the fees are for initial listing.
B. By American Clearing House: The NASDAQ Stock Market LLC, Bank Name: Wachovia Bank, N.A., Bank Address: 12 East 49th Street,
New York, NY 10017, SWIFT Number: PNBPUS3NNYC, ABA Number: 026012881, Beneficiary: NASDAQ, Account Number: 2000031405177.
Reference: GL2100625, company name, symbol, and note that the fees are for initial listing.
B. By Courier/Overnight: The NASDAQ Stock Market LLC, Listing Qualifications, Lockbox 20200, c/o Wachovia Bank N.A., 401 Market Street,
Philadelphia, PA 19106. Provide company name, symbol, and note that the fees are for initial listing.
C. The NASDAQ Stock Market LLC, Corporate Data Operations, Two Corporate Drive, Suite 300, Shelton, CT 06484. Phone: Toll-free: +1 877 308 0523
Local: +1 203 926 3501 Fax: Toll-free: +1 866 601 9862 Local: +1 203 926 3375
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APPLICATION GUIDE: PUBLICLY TRADED SECURITIES
ACTION
Submit:
Application (signed and dated by company)
and copies of all SEC filings for the past year,
including proof of registration under Section 12 of
the 1934 Act.
Submit the non-refundable application fee, along
with the Entry Fee Payment Form. An estimated
entry fee will be calculated by Listing Qualifications
upon request.
Provide additional information.
Register market makers.
Release security for trading.
RESPONSIBLE PARTY
TIMING
Mail to*:
Company or company’s
counsel
At time of application
A
Company or company’s
counsel
The non-refundable fee is due at the
time of the application. The balance
of the entry fee is due prior to the
commencement of trading.
Upon request by Listing
Qualifications
Prior to the commencement of
trading
B The company may
wire its fees. Please
see instructions
below.
A
Company or company’s
counsel
All market makers
C
*ADDRESSES
A. The NASDAQ Stock Market LLC, Listing Qualifications, 9600 Blackwell Road, Rockville, MD 20850. Phone: +1 301 978 8008
Fax: +1 301 978 8069
B. By Federal Reserve Wire: The NASDAQ Stock Market LLC, Bank Name: Wachovia Bank, N.A., Bank Address: 12 East 49th Street, New York, NY
10017, SWIFT Number: PNBPUS3NNYC, ABA Number: 031201467, Beneficiary: NASDAQ, Account Number: 2000031405177, Reference:
GL2100625, company name, symbol, and note that the fees are for initial listing.
B. By American Clearing House: The NASDAQ Stock Market LLC, Bank Name: Wachovia Bank. N.A., Bank Address: 12 East 49th Street,
New York, NY 10017, SWIFT Number: PNBPUS3NNYC, ABA Number: 026012881, Beneficiary: NASDAQ, Account Number: 2000031405177.
Reference: GL2100625, company name, symbol, and note that the fees are for initial listing.
B. By Courier/Overnight: The NASDAQ Stock Market LLC, Listing Qualifications, Lockbox 20200, c/o Wachovia Bank N.A., 401 Market Street,
Philadelphia, PA 19106. Provide company name, symbol, and note that the fees are for initial listing.
C. The NASDAQ Stock Market LLC, Corporate Data Operations, Two Corporate Drive, Suite 300, Shelton, CT 06484. Phone: Toll-free: +1 877 308 0523
Local: +1 203 926 3501 Fax: Toll-free: +1 866 601 9862 Local: +1 203 926 3375
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