
[Federal Register: July 30, 2008 (Volume 73, Number 147)]
[Notices]               
[Page 44307-44308]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr30jy08-118]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 58218; File No. SR-Phlx-2008-57]

 
Self-Regulatory Organizations; Philadelphia Stock Exchange, Inc.; 
Notice of Filing and Immediate Effectiveness of Proposed Rule Change 
Relating to Technical Amendments to Its Certificate of Incorporation 
and By-Laws

July 24, 2008.
    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 July 23, 2008, the Philadelphia Stock Exchange, Inc. (``Phlx'' or 
``Exchange'') filed with the Securities and Exchange Commission 
(``SEC'' or ``Commission'') the proposed rule change as described in 
Items I, II, and III, below, which Items have been substantially 
prepared by the Phlx. The Exchange has designated this proposal as one 
concerned solely with the administration of the Exhange under section 
19(b)(3)(A)(iii) of the Act,\3\ and Rule 19b-4(f)(3) thereunder,\4\ 
which renders the proposal effective upon filing with the Commission. 
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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(3).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The Phlx, pursuant to section 19(b)(1) of the Act \5\ and Rule 19b-
4 thereunder,\6\ proposes to make minor technical amendments to its 
Certificate of Incorporation (``Certificate'') and By-Laws.
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    \5\ 15 U.S.C. 78s(b)(1).
    \6\ 17 CFR 240.19b-4.
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    The text of the proposed rule change is available on the Exchange's 
Web site at http://www.phlx.com/regulatory/reg_rulefilings.aspx and at 
the Commission's Public Reference Room.

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 Phlx 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 Phlx 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
    The purpose of the proposed rule change is to make minor technical 
changes to the Exchange's Certificate to conform the Certificate with 
changes that were requested by the Delaware Department of State. The 
Exchange also proposes to make related changes to its By-Laws. 
Specifically, the Exchange proposes to delete the words ``Second 
Restated'' in the title of the Exchange's Certificate, which currently 
reads ``Second Restated Certificate of Incorporation of Philadelphia 
Stock Exchange, Inc.'' and corresponding references in Article Fourth 
and By-Law Article 1, section 1-1(b). The Exchange also proposes to 
correct the name of the Exchange's registered agent and to delete the 
last paragraph of the Certificate beginning with ``IN WITNESS WHEREOF'' 
and the execution line.
    The Exchange recently received Commission approval to amend its 
governing documents in connection with the acquisition of Phlx by The 
NASDAQ OMX Group, Inc.\7\ In connection with filing the Exchange's 
amended Certificate with the State of Delaware, the Exchange received 
requested changes from the Delaware Department of State. This proposed 
rule change incorporates those changes and makes corresponding changes 
to the Exchange's By-Laws.
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    \7\ See Securities Exchange Act Release Nos. 58179 (July 17, 
2008), 73 FR 42874 (July 23, 2008) (SR-Phlx-2008-31); and 58183 
(July 17, 2008), 73 FR 42850 (July 23, 2008) (SR-NASDAQ-2008-035). 
These proposed rule changes, as well as this proposed rule change, 
are scheduled to become operative upon consummation of the merger.
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2. Statutory Basis
    The Exchange believes that its proposal is consistent with section 
6(b) of the Act \8\ in general, and furthers the objectives of sections 
6(b)(1) of the Act \9\ in particular, in that it is designed to enable 
the Exchange to be so organized as to have the capacity to be able to 
carry out the purposes of the Act and to comply with and enforce 
compliance by members and persons associated with members with 
provisions of the Act, the rules and regulations thereunder, and 
Exchange rules.

[[Page 44308]]

B. Self-Regulatory Organization's Statement on Burden on Competition
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    \8\ 15 U.S.C. 78f(b).
    \9\ 15 U.S.C. 78f(b)(1).
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    The Exchange does not believe that the proposed rule change will 
impose any burden on competition 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

    No written comments were either solicited or received.

II. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    The foregoing rule change has become effective pursuant to section 
19(b)(3)(A)(iii) of the Act \10\ and paragraph (f)(3) of Rule 19b-4 
\11\ thereunder because it is concerned solely with the administration 
of the Exchange. At any time within 60 days of the filing of the 
proposed rule change, the Commission may summarily abrogate such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
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    \10\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \11\ 17 CFR 240.19b-4(f)(3).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-Phlx-2008-57 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street, NE., Washington, DC 20549-1090.

All submissions should refer to File Number SR-Phlx-2008-57. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). 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, on official business 
days between the hours of 10 a.m. and 3 p.m. Copies of the filing also 
will be available for inspection and copying at the principal office of 
the Phlx. All comments received will be posted without change; the 
Commission does not edit personal identifying information from 
submissions. You should submit only information that you wish to make 
available publicly. All submissions should refer to File Number SR-
Phlx-2008-57 and should be submitted on or before August 20, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
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    \12\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-17413 Filed 7-29-08; 8:45 am]

BILLING CODE 8010-01-P
