
[Federal Register: January 2, 2009 (Volume 74, Number 1)]
[Notices]               
[Page 154-155]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr02ja09-62]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-59159; File No. SR-ISE-2008-97]

 
Self-Regulatory Organizations; International Securities Exchange, 
LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change Relating to the Amendment of the International Securities 
Exchange Holdings, Inc.'s Certificate of Incorporation

December 23, 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 December 23, 2008, the International Securities Exchange, LLC (the 
``Exchange'' or ``ISE'') filed with the Securities and Exchange 
Commission (``Commission'') the proposed rule change as described in 
Items I, II, and III below, which Items have been prepared by the 
Exchange. ISE has filed the proposed rule change pursuant to 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 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 Exchange is proposing to make technical changes to the 
certificate of incorporation (the ``Certificate of Incorporation'') of 
its parent, International Securities Exchange Holdings, Inc. 
(``Holdings''), which will be adopted in connection with a corporate 
transaction (the ``Transaction''), in which the ISE Stock Exchange, LLC 
(``ISE Stock''), a Delaware limited liability company, will merge with 
and into Maple Merger Sub, LLC (``Maple Merger Sub''), a Delaware 
limited liability company and a wholly owned subsidiary of Direct Edge 
Holdings LLC (``Direct Edge''), with Maple Merger Sub being the 
surviving entity.

Certificate of Incorporation

    The Exchange is proposing to make a technical change to the 
Certificate of Incorporation to: (1) Correct the date of incorporation; 
(2) correct the address of Holdings' registered address in the state of 
Delaware; and (3) adopt the attestation language on the signature page. 
Specifically, the title of the document, Article FIRST and Article 
SECOND of the Certificate of Incorporation and the attestation language 
would be amended or adopted, as applicable, to read in its entirety as 
follows:

Amended and Restated Certificate of Incorporation of International 
Securities Exchange Holdings, Inc.

    First: The name of the corporation is International Securities 
Exchange Holdings, Inc. (the ``Corporation''). The Corporation was 
incorporated on November 16, 2004 by filing its Certificate of 
Incorporation with the Secretary of State of the State of Delaware 
under the name International Securities Exchange Holdings, Inc.
    Second: The address of the Corporation's registered office in 
the State of Delaware is 160 Greentree Drive, Suite 101, in the City 
of Dover, County of Kent, Delaware 19904. The name of its registered 
agent at such address is National Registered Agents, Inc.
* * * * *
    IN WITNESS WHEREOF, this Amended and Restated Certificate of 
Incorporation has been duly adopted in accordance with the 
provisions of Sections 242 and 245 of the DGCL and has been executed 
by a duly authorized officer of the Corporation this 23rd day of 
December, 2008.
Name:------------------------------------------------------------------
Title:-----------------------------------------------------------------

    The text of the proposed rule change is available on the Exchange's 
Web site http://www.ise.com, at the principal office of the Exchange, 
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 Exchange 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 self-regulatory organization has prepared summaries, 
set forth in sections A, B, and C below, of the most significant 
aspects of such statements.

[[Page 155]]

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    On December 22, 2008, the Commission approved a rule filing 
submitted by the Exchange in connection with the Transaction \5\ which 
included the Certificate of Incorporation. The purpose of this rule 
filing is to make technical changes to the Certificate of Incorporation 
necessary to permit the Exchange and Holdings to effect the 
Transaction. The Exchange is proposing to make technical changes to the 
Certificate of Incorporation: (1) Correct the date of incorporation; 
(2) correct the address of Holdings' registered address in the state of 
Delaware; and (3) adopt attestation language on the signature page.
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    \5\ Release No. 34-59135 (December 22, 2007); File No. SR-ISE-
2008-85.
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2. Statutory Basis
    The basis under the Act for this proposed rule change is the 
requirement under Section 6(b)(1) that an exchange be so organized so 
as to have the capacity to be able to carry out the purposes of the 
Exchange Act and to comply, and (subject to any rule or order of the 
Commission pursuant to Section 17(d) or 19(g)(2) of the Exchange Act) 
to enforce compliance by its members and persons associated with its 
members, with the provisions of the Exchange Act, the rules and 
regulations thereunder and the rules of the exchange. The Exchange also 
believes this proposed rule change furthers the objective of Section 
6(b)(5) that an exchange have rules that, among other things, are 
designed to remove impediments to and perfect the mechanism for a free 
and open market and a national market system, and, in general, to 
protect investors and the public interest. In particular, the proposed 
rule change will allow the Exchange to effect the Transaction, which 
was approved by the Commission on December 22, 2008.\6\
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    \6\ See footnote 5.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The proposed rule change does not impose any burden on competition 
that is 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

    The Exchange has not solicited, and does not intend to solicit, 
comments on this proposed rule change. The Exchange has not received 
any unsolicited written comments from members or other interested 
parties.

III. 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) of the Act \7\ and Rule 19b-4(f)(3) \8\ thereunder. At any 
time within 60 days of the filing of such 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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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 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-ISE-2008-97 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-ISE-2008-97. 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, 100 F Street, NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m. Copies of such filing also will be available for 
inspection and copying at the principal office of ISE. 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 publicly available. All 
submissions should refer to File Number SR-ISE-2008-97 and should be 
submitted on or before January 23, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-31192 Filed 12-31-08; 8:45 am]

BILLING CODE 8011-01-P
