Business Context and Reporting Period
This Form 8-K Current Report was filed by The Nasdaq Stock Market, Inc. (Nasdaq) on September 1, 2005, regarding an event dated August 31, 2005. Nasdaq is a subsidiary of the National Association of Securities Dealers, Inc. (NASD). The filing addresses a material definitive agreement concerning the governance of shares underlying warrants issued in 2000 and 2001.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a corporate governance agreement and does not contain financial performance data.
Material Changes
On August 31, 2005, Nasdaq entered into the Third Amendment to its Voting Trust Agreement with NASD and The Bank of New York. This amendment modifies the original 2000 agreement, which required shares underlying exercised warrants ("Warrant Shares") to remain in a voting trust until Nasdaq received approval for Exchange Registration from the SEC. The amendment now permits holders to remove these shares from the trust upon the earlier of:
- Approval of Exchange Registration; or
- Effectiveness of a registration statement under the Securities Act of 1933 covering the resale of such Warrant Shares.
Outlook, Risks, and Management Commentary
Nasdaq and NASD are currently working on the timing of the registration process to facilitate the resale of Warrant Shares as contemplated by the Amendment. Any such registration is subject to approvals, including by Nasdaq's Board of Directors. The primary purpose of the original voting trust was to ensure NASD retained voting control over Nasdaq until Exchange Registration was approved.
Key Facts for Investor Verification
- Verify the status of Nasdaq's Exchange Registration application with the SEC.
- Confirm whether a registration statement for the resale of Warrant Shares has been filed or declared effective.
- Review the specific terms of the Third Amendment to the Voting Trust Agreement filed as Exhibit 1.01.
- Monitor Board of Director approvals required for the resale registration process.