Documents Required for a Listing Application
An original listing application to the Exchange shall consist of one copy of the following:
1. Application for the Listing of Securities on the Exchange.
This form of application contains the Agreements entered into by a corporation with the Exchange.
The number of shares applied for should be the total of the shares presently issued plus the amounts authorized for future issuance for specific purposes. A schedule should be attached indicating the breakdown and purpose of any shares reserved for future issuance. (If shares are reserved for more than one purpose, each such purpose and the number of shares reserved therefor should be given separately.)
2. Registration Statement Under the Securities Exchange Act of 1934.
Each class, issue, or series of corporate securities which is dealt in on the Exchange must be effectively registered under the Act before admission to trading on the Exchange. Registration under the Securities Exchange Act of 1934 requires filing a Registration Statement on a prescribed form with the Securities and Exchange Commission and the Exchange.
The copy of the Registration Statement filed with the Exchange must include a copy of each exhibit, including those which may have been incorporated by reference in the above mentioned Registration Statement filed with the Commission. The Commission permits incorporation by reference where the exhibit has been previously filed with the Commission under any of the statutes the Commission administers.
3. Charter and By-Laws
A copy of the charter and any amendments shall be certified by the Secretary of State of the state of incorporation.
A copy of the by-laws shall be certified by the Secretary or Assistant Secretary of the applicant corporation.
4. Financial Statements
The financial statements shall be accompanied by a certificate and signed by an independent public accountant, in form acceptable to the Exchange. The Exchange reserves the right to require financial statements covering current operations.
5. Opinion of Counsel.
A legal opinion of independent counsel, satisfactory to the Exchange as to: (1) legality of organization of the company; (2) authorization of the issuance of the securities covered by the application; (3) validity of the securities; (4) full payment and non-assessability; (5) personal liability of shareholders; and (6) compliance with the Securities Act of 1933. If it is counsel's opinion that registration under said Act is not necessary, he should state the reason for the exemption in his opinion.
If counsel or any partner of counsel is an officer or director of the company, this fact should be disclosed in the opinion.
Resolution of Board of Directors authorizing listing and naming a representative authorized to make any necessary changes in the application.
7. Certified Schedules of Distribution.
The most recent breakdown available will be satisfactory if it represents fairly the present share and stockholder distribution.
8. Specimens of Stock Certificates.
Certificates must be prepared by a banknote company which has been approved by the Exchange. Exchange standards require a steel engraved border. The face of the certificate may be engraved or surface printed. One copy of each type of form, indelibly marked "Specimen," shall be filed.
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