The SEC has amended Rule 146 under Section 18 of the Securities Act of 1933 to include securities listed on the Nasdaq Capital Market or NCM (previously known as the Nasdaq SmallCap Market) in the category of “covered securities.” Covered Securities are only subject to federal registration requirements and are therefore exempt from state blue sky registration requirements.
The inclusion of securities on the NCM as covered securities is expected to make it easier for Nasdaq to compete for listings with other markets whose securities are exempt from state registration. The recent amendments should also reduce registration costs for issuers listing on the NCM.
Covered Securities are defined in Section 18 to include securities listed on the New York Stock Exchange, the American Stock Exchange, the National Market System of the Nasdaq Stock Market (now known as the Nasdaq Global Market), and any other national securities exchange with similar listing standards as determined by the SEC.
With these most recent amendments to Rule 146, the SEC has determined that national exchanges with similar listing standards include (i) Tier I of the NYSE Arca, Inc.; (ii) Tier I of the Philadelphia Stock Exchange, Inc.; (iii) the Chicago Board Options Exchange, Incorporated; (iv) options listed on the International Securities Exchange, LLC; and (v) the NCM. The amendments are effective May 24, 2007.