A Small Voice In Cyberspace

[Georgia Bard]

BBX Listing Requirements

Listing Standards
Pending Securities and Exchange Commission (SEC) approval, the BBX will impose the following qualitative standards for all issuers wishing to list on the BBX:


Public Interest Standard
The BBX would impose public interest standards identical to those that are currently utilized for the Nasdaq National Market ® (NNM®) and the Nasdaq SmallCap Market SM. These rules will provide the BBX with the discretion to deny listing or delist an issuer to protect investors and the integrity of the BBX market in the context of both initial and continued inclusion. Imposition of this standard would consist of, among others, a review of all directors, officers and major shareholders for past regulatory or legal issues.


Public Float/Shareholder Requirement
The BBX listing standards will require issuers to demonstrate the existence of 100 round-lot shareholders and 200,000 shares in the public float, thus assuring that there is a minimum level of public ownership in these companies.


Corporate Governance Standards
The BBX will implement corporate governance standards that are consistent with those imposed by the NNM and SmallCap markets, with an adjustment to the independent director and audit committee requirements, in recognition of the burden on small companies. Through its extensive experience operating a listed market, Nasdaq® recognizes the essential nature of corporate governance in ensuring a minimum level of quality in its issuers. The standards are basic and attainable by all current OTC Bulletin Board ® (OTCBB) issuers. The standards are:


Annual Shareholder Meetings, Proxy Solicitations and Quorum: As a matter of state corporate law and SEC regulations, public companies are generally required to hold annual meetings of shareholders and to solicit proxies for such meetings. Adoption of these requirements would thus not create a significant new burden, and would be consistent with existing regulations for Nasdaq. Further, these requirements would be of great assistance to the staff in conducting their public interest reviews. The BBX will require that the annual meeting be held within 12 months of the end of the first fiscal year after the company becomes listed. It is also proposed that the Nasdaq quorum of at least one-third of all shareholders be adopted.

Independent Director: For NNM and SmallCap issues, Nasdaq requires the appointment of three independent directors for each issuer, or a majority of independent directors for SEC Small Business “SB” filers. In light of the difficulty in securing independent directors and the cost of insuring each director, this requirement might be burdensome for current OTCBB issuers. Accordingly, the BBX will require that companies listing on the BBX appoint at least one independent director. Issuers will also be given a grace period of 12 months upon launch of the new market to retain the independent director.

Audit Committees/Conflicts of Interest: Issuers will also be required to create an audit committee, a majority of which cannot be comprised of non-independent directors. This is a relaxed standard compared to Nasdaq, which requires that all of the members of the audit committee be independent directors, or, for SB filers, that a majority of the members be independent. Issuers will have twelve months to create the audit committee. As with Nasdaq, the issuer would use its audit committee to review related-party transactions. Additionally, the issuer would be required to adopt an audit committee charter.

Voting Rights: Nasdaq rules prohibit the disenfranchisement of the voting rights of existing shareholders. This requirement will be established immediately upon launch of the BBX.
Auditor Peer Review: All issuers must engage auditors that are subject to peer review consistent with the American Institute of Certified Public Accountants (AICPA)procedures.

Shareholder Approval: The BBX will adopt the current Nasdaq rules requiring shareholder approval of transactions that involve: the grant of stock options to officers or directors; large, below-market issuances of stock; acquisitions; or changes of control. These rules will be made applicable upon listing.

Distribution of Annual Reports, Availability of Quarterly Reports: The BBX will adopt current Nasdaq rules, that require the issuer to distribute annual reports and make available quarterly reports upon request. The issuer’s 10K filing can be used as the annual report.

The BBX believes that these qualitative requirements will require substantial commitment and expenditures on the part of issuers. This commitment will elevate the quality of issuers attracted to listing on the BBX and provide benefits that will inure to all investors.

http://www.bbxchange.com/Listing_Information/reqs.stm

:=) Gary Swancey