Guidance and Interpretive Materials
Summary Guide of Filing and Notice Requirements Applicable to NYSE American Listed Issuers
Current As Of February 15, 2013
Electronic submission of material to the SEC through EDGAR satisfies the Exchange's filing requirement. An "X" in the EDGAR column indicates material that can currently be submitted to the SEC through EDGAR. In the event that material to be filed within or submitted to the Exchange is not also submitted to the SEC via EDGAR, issuers must submit three (3) copies of such material to the Exchange. In connection with each item to be filed with or submitted to the Exchange, please consult the referenced section number in the NYSE American Company Guide. For additional guidance, issuers may contact their assigned corporate compliance analyst.
|ITEM||SECTION #||DATE TO BE FILED WITH OR SUBMITTED TO THE EXCHANGE||EDGAR|
|Extension of the Expiration Date of Warrants||105, 920||At least two months, but in no event less than 20 days, in advance of the extension.|
|Change in Number of Warrants Outstanding (for which Securities Traded Primarily in the U.S represents 25% or More of the Value of the Underlying Index)||106||No later than 4:30 p.m. Eastern Time on the determination date of the warrants' settlement value.|
|Annual Corporate Governance Affirmation and CEO Certification||801(a), 801(c)||Completed Affirmations and CEO Certifications must be submitted within 30 days of your annual meeting.
|Interim Corporate Governance Affirmation||801(c)||Submit within five business days after any triggering event specified on the interim affirmation form.|
|Listing of Additional Shares Application and Supporting Documentation||301-331||At least two weeks prior to intended share issuance date.|
|Allotment of Subscription Rights||340||Promptly (following effective date of the 1933 Act Registration Statement).|
|Cancellation Notice||350||When determination is made to cancel the listing authority.|
|Press Releases on Material Corporate Developments||401, 402, 623,
920(a), 922, 923
|Immediately. Call the Market Watch Group at 877.NYX.ALRT (+1 877 699 2578 or +1 212 656 5414) and email a copy of the press release to firstname.lastname@example.org
|Dividend Notification||502, 503, 504||At least ten days in advance of record date is required. Notice must be emailed promptly to email@example.com.|
|Change in Accountants||603||Promptly (prior to filing Form 8-K).|
|Annual Report (1934 Act)||610, 611, 701||When distributed to shareholders.||X|
|Quarterly Reports and Other Mailings||623||When mailed to shareholders.|
|Proxy Statement, Forms of Proxy and Other Soliciting Materials (1934 Act)||701||3 copies must be provided to the Exchange when distributed to shareholders (at least 20 days in advance of the shareholders' meeting), unless otherwise filed electronically with the SEC.||X|
|Establishment of Record Date for a Dividend or Annual / Special Shareholder Meeting.||703||At least ten days in advance of record date is required. Notice must be emailed promptly to firstname.lastname@example.org.|
|Shareholders’ Meeting Notification||701, 703||At least ten days in advance of shareholders’ meeting is required. Notice must be emailed promptly to email@example.com.|
|Preclusion of Annual Meeting||704||Promptly; see above.|
|Non-Compliance with Corporate Governance Listing Standards||810(b)||Promptly.|
|Change in Form or Nature of Securities||920(a)||At least 10 days advance notice of the change is required. Notice must be emailed promptly to firstname.lastname@example.org.|
|Change in General Character of Business||920(b)||Promptly.|
|Change in Officers and Directors||921||Promptly.|
|Material Disposition of Property or Stock||922||Promptly.|
|Change in Collateral||923||Promptly.|
|Deposit of Stock||924||Promptly.|
|Knowledge of Actual or Proposed Deposit of Stock||924||Immediately.|
|Change of Name||930||At least 10 days advance notice of the proposed filing date of the charter amendment; and immediately upon filing the charter amendment. Notice must be emailed promptly to email@example.com.|
|Change in Par Value||940||At least 10 days advance notice of the proposed filing date of the charter amendment; and immediately upon filing the charter amendment. Notice should be emailed to firstname.lastname@example.org.|
Section 810 Forms
Effective February 4, 2015
The Section 810 written affirmations can be submitted electronically via email to NYSEAmericanCorpGov@nyse.com. Questions can be directed to +1 212 656 4542.
The below NYSE American Written Affirmations and CEO Certification forms are interactive. The forms must be saved to a local desktop drive before the work completed within the forms can be saved.
Please refer to the 2.5.15 Corporate Governance: Certification Requirements for more information.
|Foreign Private Issuers|
|Open- and Closed-End Funds|
Listing Additional Shares
For a NYSE American company to issue additional shares, companies must seek NYSE authorization and file an Application for Listing of Additional Shares ("LAS").
Please also refer to the appendices to the LAS, some of which could be required to be submitted with an LAS:
There are four basic steps in the additional listing process:
- A company decides to issue additional shares of a listed security
- The company submits an LAS —signed by an officer—along with supporting documentation and exhibits to the assigned corporate compliance analyst via email. Please call +1 212 656 5846 if the assigned corporate compliance analyst is not known.
- NYSE American reviews and, if necessary, comments on the LAS. Please allow one to two weeks to complete the approval process.
- NYSE American approves the LAS.
Some transactions require the company to file an additional or substitution listing application, including:
- Private Placement
- Secondary Public Offering
- Exchange Offer
- Debt Restructuring
- Stock Split
- Stock Option Plan
- Reverse Stock Split
- Change in Par Value
The Aggregation Test
To meet stockholder approval requirements (for example, Section 712 and 713 of the NYSE American Company Guide), NYSE American staff may aggregate two or more transactions when they constitute one larger transaction. Each aggregation scenario will undergo an individual "facts and circumstances" analysis, during which the following factors are considered:
- Use of proceeds: Will the funds raised be used for the same or a related purpose, or will the funds raised in one transaction finance the other?
- Timing: Was one transaction contemplated within close proximity, or even at the time of the other? *Please note that there is no "safe harbor." Generally, absent compelling factors, transactions that take place more than six months apart from each other will not be aggregated.
- Commonality of investors: Is there a substantial overlap between the investors or other participants in the transactions?
- Contingencies: Is one or more of the transactions contingent upon the completion of another of the transactions?
- Single plan of financing: Do the transactions constitute a single plan of financing?
For questions regarding the listing of additional shares on the NYSE American, please call +1 212 656 5846