UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 15, 2008 (April 15, 2008)
THE NASDAQ OMX GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-32651 | 52-1165937 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| One Liberty Plaza New York, New York |
10006 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number including area code: (212) 401-8700
No change since last report
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Information. |
On April 15, 2008, The NASDAQ Stock Market LLC, a wholly owned subsidiary of The NASDAQ OMX Group, Inc., is sending a notice to head traders and others announcing pricing changes, which must be filed with the SEC. A copy of the notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Exhibit Description | |
| 99.1 | Head Trader Alert dated April 15, 2008. |
Cautionary Note Regarding Forward-Looking Statements
The matters described herein contain forward-looking statements that are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements about pricing changes. We caution that these statements are not guarantees of future performance. Actual results may differ materially from those expressed or implied in the forward-looking statements. Forward-looking statements involve a number of risks, uncertainties or other factors beyond our control. These factors include, but are not limited to, factors detailed in our annual report on Form 10-K and periodic reports filed with the U.S. Securities and Exchange Commission. We undertake no obligation to release any revisions to any forward-looking statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE NASDAQ OMX GROUP, INC. | ||
| By: | /s/ Edward S. Knight | |
| Name: | Edward S. Knight | |
| Title: | Executive Vice President, General Counsel and Chief Regulatory Officer | |
Dated: April 15, 2008
Exhibit 99.1
| April 15, 2008 | Head Trader Alert #2008-044 |
Please Route To: Head Traders; Technical Contacts; Compliance Officers
What you need to know:
| • | Effective May 1, 2008, NASDAQ plans to introduce new transaction pricing changes, pending filing with the Securities and Exchange Commission (SEC). |
Who you should contact: NASDAQ Market Sales at 800.846.0477
What are the pricing changes?
Effective May 1, 2008, pending filing with the Securities and Exchange Commission (SEC), NASDAQ® plans to introduce pricing changes for all U.S. equities. The new unified pricing for Tape A, Tape B and Tape C securities will be as follows:
| Rebate to Add Liquidity (based on average daily shares per month) |
(Per Share Executed) | ||
| Greater than 35 million shares added |
$ | 0.0028 | |
| Greater than 20 million shares added |
$ | 0.0025 | |
| All others |
$ | 0.0020 | |
The rebate for non-display orders will be $0.0015 for adding greater than 35 million shares and $0.0010 for adding 35 millions shares or less.
NASDAQ plans to discontinue the liquidity provider credit program for select Tape B securities. The rebates above will apply for all securities traded on Tape B. The Data Revenue Share Plan will be at 50% for all Tape B securities.
| • | Activity on days when the market closes early does not count toward volume tiers. |
| • | Shares that do not attempt to execute against the NASDAQ book will not count towards volume tiers. |
| • | There will be no rebate for any shares that execute below $1.00. |
| Fees to Remove Liquidity (based on average daily shares of liquidity per month) |
Fee (Per Share Executed) | ||
| Greater than 55 million shares per day removed |
$ | 0.00295 | |
| Fees to Remove or Route Liquidity (based on average daily shares of liquidity per month) | |||
| Greater than 35 million shares added and greater than 55 million shares removed or routed |
$ | 0.0029 | |
| All others |
$ | 0.0030 | |
| • | Routing fees for orders that do not check the NASDAQ book and/or Odd Lots remain unchanged. |
| • | Orders executed with a share price below $1.00 will be charged 0.1% (i.e., 10 basis points) of the total dollar volume of the transaction. |
| • | Orders executed outside of the NASDAQ facility with a share price below $1.00 will be charged 0.3% (i.e., 30 basis points) of total dollar volume of the transaction. |
| • | Activity on days when the market closes early does not count toward volume tiers. |
| • | Shares that do not attempt to execute against the NASDAQ book will not count towards volume tiers. |
| • | Billable shares (shares that are charged a fee by the specialist) executed on the Amex are charged a $0.01 surcharge. |
Where can I get additional information?
| • |
Refer to the Trading U.S. Equities page on the NASDAQ Trader® website. |
| • | Contact NASDAQ Market Sales at 800.846.0477. |
The NASDAQ OMX Group, Inc. is the world’s largest exchange company. It delivers trading, exchange technology and public company services across six continents, and with over 3,900 companies, it is number one in worldwide listings among major markets. NASDAQ OMX offers multiple capital raising solutions to companies around the globe, including its U.S. listings market; the OMX Nordic Exchange, including First North; and the 144A PORTAL Market. The company offers trading across multiple asset classes including equities, derivatives, debt, commodities, structured products and ETFs. NASDAQ OMX technology supports the operations of over 60 exchanges, clearing organizations and central securities depositories in more than 50 countries. OMX Nordic Exchange is not a legal entity but describes the common offering from NASDAQ OMX exchanges in Helsinki, Copenhagen, Stockholm, Iceland, Tallinn, Riga, and Vilnius. For more information about NASDAQ OMX, visit www.nasdaqomx.com.
© Copyright 2008 The NASDAQ OMX Group, Inc. All Rights Reserved.