

[Federal Register: December 21, 2005 (Volume 70, Number 244)]
[Notices]               
[Page 75850]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr21de05-100]                         

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SECURITIES AND EXCHANGE COMMISSION

 
Proposed Collection; Comment Request

Upon Written Request, Copies Available from: Securities and Exchange 
Commission, Office of Filings and Information Services, Washington, DC 
20549.

Extension:
    Rule 12a-5; SEC File No. 270-85; OMB Control No. 3235-0079.

    Notice is hereby given that pursuant to the Paperwork Reduction Act 
of 1995 (44 U.S.C. 3501 et seq.), the Securities and Exchange 
Commission (``Commission'') is soliciting comments on the collection of 
information summarized below. The Commission plans to submit the 
existing collection of information to the Office of Management and 
Budget for extension and approval.

Rule 12a-5--Temporary Exemption of Substituted or Additional Securities

    Section 12(a) of the Securities Exchange Act of 1934 (the ``Act'') 
generally makes it unlawful for any security to be traded on a national 
securities exchange unless such security is registered on the exchange 
in accordance with the provisions of the Act and the rules and 
regulations thereunder.
    Rule 12a-5 (the ``Rule'') under the Act and Form 26 (the ``Form'') 
were adopted by the Commission in 1936 and 1955, respectively, pursuant 
to Sections 3(a)(12), 10(b), and 23(a) of the Act. Subject to certain 
conditions, Rule 12a-5 affords a temporary exemption (generally for up 
to 120 days) from the registration requirements of Section 12(a) of the 
Act for a new security when the holders of a security admitted to 
trading on a national securities exchange obtain the right (by 
operation of law or otherwise) to acquire all or any part of a class of 
another or substitute security of the same or another issuer, or an 
additional amount of the original security. The purpose of the 
exemption is to avoid an interruption of exchange trading to afford 
time for the issuer of the new security to list and register it, or for 
the exchange to apply for unlisted trading privileges.
    Under paragraph (d) of Rule 12a-5, after an exchange has taken 
action to admit any security to trading pursuant to the provisions of 
the Rule, the exchange is required to file with the Commission a 
notification on Form 26. Form 26 provides the Commission with certain 
information regarding a security admitted to trading on an exchange 
pursuant to Rule 12a-5, including: (1) The name of the exchange, (2) 
the name of the issuer, (3) a description of the security, (4) the 
date(s) on which the security was or will be admitted to when-issued 
and/or regular trading, and (5) a brief description of the transaction 
pursuant to which the security was or will be issued.
    The Commission generally oversees the national securities 
exchanges. This mission requires that, under Section 12(a) of the Act 
specifically, the Commission receive notification of any securities 
that are permitted to trade on an exchange pursuant to the temporary 
exemption under Rule 12a-5. Without the Rule and the Form, the 
Commission would be unable fully to implement these statutory 
responsibilities.
    There are currently eight national securities exchanges subject to 
Rule 12a-5. While the Commission staff estimates that there could be as 
many as 40 Forms 26 filed annually, the reporting burdens are not 
typically spread evenly among the exchanges.\1\ For purposes of this 
analysis of burden, however, the staff has assumed that each exchange 
files an equal number (five) of Form 26 notifications. Each 
notification requires approximately 20 minutes to complete. Each 
respondent's compliance burden, then, in a given year would be 
approximately 100 minutes (20 minutes/report x 5 reports = 100 
minutes), which translates to just over 13 hours in the aggregate for 
all respondents (8 respondents x 100 minutes/respondent = 800 minutes, 
or 13\1/3\ hours).
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    \1\ In fact, some exchanges do not file any notifications on 
Form 26 with the Commission in a given year.
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    Based on the most recent available information, the Commission 
staff estimates that the cost to respondents of completing a 
notification on Form 26 is, on average, $14.35 per response. The staff 
estimates that the total annual related reporting cost per respondent 
is $71.75 (5 responses/respondent x $14.35 cost/response), for a total 
annual related cost to all respondents of $574 ($71.75 cost/respondent 
x 8 respondents).
    Written comments are invited on: (a) Whether the proposed 
collection of information is necessary for the proper performance of 
the functions of the agency, including whether the information shall 
have practical utility; (b) the accuracy of the Commission's estimate 
of the burden of the proposed collection of information; (c) ways to 
enhance the quality, utility, and clarity of the information to be 
collected; and (d) ways to minimize the burden of the collection of 
information on respondents, including through the use of automated 
collection techniques or other forms of information technology. 
Consideration will be given to comments and suggestions submitted in 
writing within 60 days of this publication.
    Direct your written comments to R. Corey Booth, Director/Chief 
Information Officer, Office of Information Technology, Securities and 
Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 
20549.

    Dated: December 14, 2005.
Jonathan G. Katz,
Secretary.
 [FR Doc. E5-7591 Filed 12-20-05; 8:45 am]

BILLING CODE 8010-01-P
