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Listing Critieria - Tier I

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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:

  1. 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);
  2. At least 500 public holders;
  3. 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;
  4. 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
  5. 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:
  1. At least 500,000 warrants outstanding, exclusive of warrants held by Section 16(a) Reporting Persons; and
  2. The company meets the net tangible assets and net income criteria applicable to common stock.
(c) In the case of Preferred Stock:
  1. At least 500,000 shares outstanding, exclusive of shares held by Section 16(a) Reporting Persons;
  2. At least 250 public holders; and
  3. 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:
  1. The issue has a principal amount of at least $2,000,000;
  2. The issue has aggregate market value of at least $2,000,000;
  3. At least 250 public holders; and
  4. 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:
  1. 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):
  1. The shares must be registered or exempt from registration under the Exchange Act;
  2. 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;
  3. At least 500 public holders in the United States;
  4. Total net tangible assets of at least $1,500,000 in United States dollars; and
  5. 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);
  6. 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;
  7. The ADRs shall be issued by a United States bank or trust company, representing the deposit of an equivalent amount of underlying foreign shares;
  8. 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
  9. A foreign issuer is required to furnish to American shareholders an English language version of the materials provided to its shareholders; and
  10. 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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