SEC Division of Trading and Markets no-action letter: NASD Regulation, Inc.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
DlVlSlON OF
MARKET REGULATION
September 10,2004
Mr. Ken Worm
Assistant Director
OTC Compliance Unit
NASD Regulation, Inc.
95 1 3 Key West Avenue
Rockville, MD 20850
Re: Modification of Rule 15c2-11 Exemptive Letters File No.: TP 04-79 Dear Mr. Worm:
On March 16,2004, the Securities and Exchange Commission ("Commission") adopted amendments to Form 8-K under the Securities Exchange Act of 1934 ("Exchange Act") reorganizing and adding new Items to the ~orm.' The amendments to Form 8-K became effective on August 23,2004. In light of the reorganizing amendments and per your request, we are updating two exemptive letters with respect to Rule 15~2-11 under the Exchange Act that incorporate as conditions the filing of a Form 8-K with respect to events included in specified Items. The conditions included in the letters will be updated to reflect the new numbering assigned to Items in the amended Form 8-K. On December 1,1998, the Commission modified an exemption from Rule 15c2- 11 permitting brokers or dealers to publish or submit quotations in the OTCBB for OTC equity securities meeting certain condition^.^ Additionally, on October 6,2000, the Commission granted an exemption from Rule 15~2-11 permitting brokers or dealers to publish quotations in quotation mediums, including quotation mediums that are not interdealer quotation systems, for covered securities meeting certain conditions.) Both of these exemptions included the following ~ondition:~ Since the issuer of the security filed its most recent annual report, the issuer has not filed a report with respect to any event included in Item 1 (Changes in Control of Registrant), Item 2 (Acquisition or Disposition of Assets), Item 3 (Bankruptcy or Receivership), Item 4 (Changes in See Release 33-8400 (March 16,2004), 69 FR 15594 (March 25,2004). 2- See Letter to Michael R Levy, Esq., OTC Compliance Unit, NASD Regulation, Inc. (December 1,1998) ~NASD 1998 Letter"). See Letter to Howard Kramer, Esq., GlobeNet Securities, Inc. (October 6,2000) ("GlobeNet Letter"). 4-Condition No. 6 of the NASD 1998 Letter; Condition No. 4 of the GlobeNet Letter.

Ken Worm
NASD Regulation, Inc.
September 10,2004
Registrant's Certifying Accountant), or Item 6 (Resignation of Registrant's Directors) of Form 8-K under the Exchange Act. As a result of the amendments to Form 8-K as adopted by the Commission on March 16,2004, this letter modifies the above condition. Therefore, the condition will now read:
Since the issuer of the security filed its most recent annual report, the issuer has not filed a report with respect to any event included in Item 1.03 (Bankruptcy or Receivership), Item 2.01 (Acquisition or Disposition of Assets), Item 4.01 (Changes in Registrant's Certifying Accountant), Item
5.01 (Changes in Control of Registrant), or Item 5.02 (Resignation of
Registrant's Directors) of Form 8-K under the Exchange Act.
For the Commission, by the Division of Market Regulation, pursuant to delegated authority, James A. Brigagliano Assistant Director