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Listing Critieria - Tier II
The Exchange has established certain numerical criteria which companies
that are too small to meet the Exchange's Tier I listing standards are
required to meet in order to be eligible for listing. In addition, companies
must adhere to the policies and procedures and corporate governance standards
provided in Rules 812 through 851.
(a) In the case of Common Stock:
- At least 750,000 shares are issued and outstanding having a minimum
market value of $2,250,000, exclusive of shares held by those required
to report their stock holdings under Section 16(a) of the Securities
Exchange Act of 1934 ("Exchange Act") (hereinafter Section 16(a) Reporting
Persons);
- At least 500 public holders;
- Net tangible assets, which defined by the Exchange as total assets
(which include the value of patents, copyrights and trademarks but
exclude the value of goodwill) less total liabilities of at least
$1,500,000;
- Net income after federal income taxes and before extraordinary
items of $100,000 a year for three of the last four years preceding
the listing review or $2,000,000 in net tangible assets; and
- A minimum market price of $3 per share on each of the five business
days prior to the application date
(b) In the case of Warrants:
- At least 500,000 warrants outstanding, exclusive of warrants held
by Section 16(a) Reporting Persons; and
- The company meets the net tangible assets and net income criteria
applicable to common stock.
(c) In the case of Preferred Stock:
- At least 500,000 shares outstanding, exclusive of shares held by
Section 16(a) Reporting Persons;
- At least 250 public holders; and
- The company meets the net tangible assets and net income criteria
applicable to common stock and appears to be able to service the dividend
requirements of the issue.
(d) In the case of Bonds, Debentures or Notes:
- The issue has a principal amount of at least $2,000,000;
- The issue has aggregate market value of at least $2,000,000;
- At least 250 public holders; and
- The company meets the net tangible assets and net income criteria
applicable to common stock and appears to be able to satisfy interest
and principal when due.
(e) In the case of Units:
- The Committee will review unit offerings with respect to its components.
(f) In the case of shares of a foreign issuer either registered
directly as American Depository Receipts (ADRs) or as American Depository
Shares (ADSs):
- The shares must be registered or exempt from registration under
the Exchange Act;
- At least 750,000 shares or ADRs are issued and outstanding in the
United States having a minimum market value of at least $1,500,000
United States dollars, exclusive of shares held by Section 16(a) Reporting
Persons;
- At least 500 public holders in the United States;
- Total net tangible assets of at least $1,500,000 in United States
dollars; and
- Net income of $100,000 a year for three of the last four years
preceding the listing review or $2,000,000 in net tangible assets
(in United States dollars);
- Share certificates shall be printed in English and in registered
form and share certificates shall be interchangeable and capable of
being delivered or transferred in the United States as well as in
the country of origin;
- The ADRs shall be issued by a United States bank or trust company,
representing the deposit of an equivalent amount of underlying foreign
shares;
- ADRs dealt in on the Exchange must conform to customary standards
as to form and printing and include a statement on the face of the
certificate that title thereto is transferable with the same effect
as in the case of an investment security under Article 8 of the Uniform
Commercial Code; and
- A foreign issuer is required to furnish to American shareholders
an English language version of the materials provided to its shareholders;
and
- The Exchange will consider the law and commercial and business
practices of the applicant's domicile in evaluating (a) the election
and composition of its Board of Directors, (b) shareholder approval,
voting rights and quorum requirements for meetings, and (c) the issuance
of quarterly earnings statements. A company seeking relief under these
provisions should provide written certification from independent local
counsel that the non-complying practice is not prohibited by home
country law.
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