

[Federal Register: February 23, 2006 (Volume 71, Number 36)]
[Notices]               
[Page 9386-9387]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr23fe06-98]                         

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SECURITIES AND EXCHANGE COMMISSION

 
Submission for OMB Review; 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'') has submitted to the Office of Management 
and Budget requests for extension of the previously approved collection 
of information discussed below.

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

[[Page 9387]]

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).
    Compliance with Rule 12a-5 is required to obtain the benefit of the 
temporary exemption from registration offered by the Rule. Rule 12a-5 
does not have a record retention requirement per se. However, responses 
made pursuant to Rule 12a-5 are subject to the recordkeeping 
requirements of Rules 17a-3 and 17a-4 of the Act. Information received 
in response to Rule 12a-5 shall not be kept confidential; the 
information collected is public information.
    An agency may not conduct or sponsor, and a person is not required 
to respond to, a collection of information unless it displays a 
currently valid control number.
    Written comments regarding the above information should be directed 
to the following persons: (i) Desk Officer for Securities and Exchange 
Commission, Office of Information and Regulatory Affairs, Office of 
Management and Budget, Room 10102, New Executive Office Building, 
Washington, DC 20503 or by sending an e-mail to: 
David_Rostker@omb.eop.gov; and (ii) R. Corey Booth, Director/Chief 

Information Officer, Office of Information Technology, Securities and 
Exchange Commission, Station Place, 100 F Street, NE., Washington, DC 
20549. Comments must be submitted to Office of Management and Budget 
within 30 days of this notice.

    Dated: February 15, 2006.
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E6-2533 Filed 2-22-06; 8:45 am]

BILLING CODE 8010-01-P
