|
|
![]() | ![]() | ![]() | ![]() |
| |||||||||
This excerpt taken from the NDAQ 8-K filed Dec 22, 2009. (Former Name or Former 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:
On December 16, 2009, the board of directors of The NASDAQ OMX Group, Inc. (NASDAQ OMX) approved NASDAQ OMXs participation in the realignment of the ownership structure of NASDAQ Dubai Limited (NASDAQ Dubai). Subsequently, on December 22, 2009, NASDAQ OMX entered into an agreement with Borse Dubai Limited (Borse Dubai), Dubai Financial Market PJSC (DFM) and NASDAQ Dubai to implement the ownership realignment. As part of this realignment, NASDAQ Dubai, an entity in which NASDAQ OMX currently holds a 33 1/3% equity stake, will become a wholly-owned subsidiary of DFM, a publicly traded company controlled by Borse Dubai. In return for its interest in NASDAQ Dubai, NASDAQ OMX will receive a 1% equity interest in DFM. NASDAQ OMX also will no longer be obligated to provide up to $25 million in additional capital to NASDAQ Dubai. NASDAQ OMXs existing technology and trademark licensing arrangements with Borse Dubai and NASDAQ Dubai will remain unchanged. NASDAQ OMX originally acquired its equity interest in NASDAQ Dubai in February 2008 for $50 million in cash and the entry into certain technology and trademark licensing agreements. At that time, NASDAQ OMX valued its total NASDAQ Dubai investment at $128 million. It has a current carrying value of $120 million. As of December 21, 2009, a 1 percent ownership interest in DFM is valued at approximately $39 million. NASDAQ OMX determined on December 16, 2009 that there is a pre-tax, non-cash impairment charge currently estimated at $81 million relating to its equity method investment in NASDAQ Dubai, subject to confirmation by a third-party valuation. NASDAQ OMX does not expect that this impairment charge will result in material future cash expenditures. When the transaction described above is completed, NASDAQ OMX may record a gain or a loss based on the then-current market price of DFM shares and then-current carrying value of NASDAQ OMXs NASDAQ Dubai investment. This excerpt taken from the NDAQ 8-K filed Nov 5, 2009. (Former Name or Former 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:
On November 5, 2009, The NASDAQ OMX Group, Inc. (NASDAQ OMX) issued a press release providing financial results for the third quarter of 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On November 5, 2009, NASDAQ OMX posted slides to be used in its earnings presentation for the third quarter of 2009 on its website at http://ir.nasdaqomx.com/.
(d) Exhibits.
The information set forth under Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of NASDAQ OMXs filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
This excerpt taken from the NDAQ 8-K filed Oct 6, 2009. (Former Name or Former 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:
The Board of Directors of The NASDAQ OMX Group, Inc. (the Company) authorized the designation of Series A Convertible Preferred Stock, par value $0.01 per share (the Series A Preferred Stock), as a new series of preferred stock out of its available blank check preferred stock and authorized the issuance of up to 2,000,000 shares of such Series A Preferred Stock. The Company filed a Certificate of Designation of Series A Preferred Stock (the Certificate of Designation) with the Secretary of State of the State of Delaware on October 1, 2009. The following summarizes the terms of the Companys Series A Preferred Stock: Mandatory Conversion: If the Company receives approval of its shareholders at the next annual shareholders meeting to convert the Series A Preferred Stock into the Companys common stock, par value $0.01 per share (the Common Stock), the Series A Preferred Stock will automatically convert into shares of the Common Stock at such time based on the conversion formula specified in the Certificate of Designation. Liquidation Preference: Upon any liquidation, dissolution or winding up of the Company, each share of Series A Preferred Stock entitles the holder thereof to receive and to be paid out of the assets of the Company available for distribution, before any distribution or payment may be made to a holder of any Common Stock, $10.00 plus any accrued and unpaid dividends thereon (the liquidation preference) in funds consisting of cash or cash equivalents. Dividends: If the Company does not obtain approval from its shareholders to convert the Series A Preferred Stock into shares of Common Stock at the next annual shareholders meeting, the Company will be obligated to pay to holders of then outstanding shares of Series A Preferred Stock cumulative dividends, accrued with respect to each share of Series A Preferred Stock on the liquidation preference on a daily basis and compounded quarterly, at a per annum rate equal to 12%, which will accrete to and increase the outstanding liquidation preference quarterly in arrears. The Series A Preferred Stock is not otherwise entitled to receive dividend distributions. Voting Rights: So long as any shares of Series A Preferred Stock are outstanding, the Company may not amend, modify or waive the provisions of its certificate of incorporation, bylaws or the Certificate of Designation in a way that would adversely affect the rights, preferences or privileges of the Series A Preferred Stock without the prior vote or written consent of holders representing at least a majority of the then outstanding shares of Series A Preferred Stock. Certain changes, including any amendment reducing the dividend rate, rate of accretion or manner of payment of dividends, changes to certain definitions and increases in the number of authorized shares of Series A Preferred Stock, require the written consent of 75% of the then outstanding shares of Series A Preferred Stock. Mandatory Redemption: On October 1, 2013, the Company will be obligated to redeem all of the outstanding shares of Series A Preferred Stock at a redemption price per share equal to the liquidation preference by payment in cash (subject to the legal availability of funds for such redemption). Optional Redemption: If shareholder approval is not obtained at the next annual shareholders meeting, the Company may redeem all shares of the Series A Preferred Stock by payment in cash on such applicable date, at the following applicable prices: (i) 110% of the liquidation preference for redemption occurring prior to the first anniversary of the annual meeting; (ii) 105% of the liquidation preference for redemption occurring on or after the first anniversary but prior to the second anniversary of the annual meeting; or (iii) 100% of the liquidation preference for redemption occurring on or after the second anniversary of the annual meeting. Upon the occurrence of certain fundamental changes, any holder of the Series A Preferred Stock may elect to require the Company, subject to the Companys compliance with its existing credit facility, to redeem the Series A Preferred Stock held by such holder at an amount per share of Series A Preferred Stock equal to 101% of the liquidation preference. The Company may elect to pay the fundamental change redemption amount in cash or, to the extent permissible under The NASDAQ Stock Market listing requirements then applicable to the Company, in shares of Common Stock or other cash equivalents or publicly traded securities.
2
The summary of the rights, privileges and preferences of the Series A Preferred Stock described above is qualified in its entirety by reference to the Certificate of Designation filed as Exhibit 3.1.8 to this report, which is incorporated herein by reference.
(d) Exhibits.
3
This excerpt taken from the NDAQ 8-K filed Oct 1, 2009. (Former Name or Former 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:
On September 25, 2009, The NASDAQ OMX Group, Inc. (the Company) entered into a Conversion Agreement (the Conversion Agreement) with Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.P. and Edward J. Nicoll (each, a Holder and, together, the Holders), as holders of approximately $119.6 million aggregate principal amount of The NASDAQ Stock Market LLCs 3.75% Series A Convertible Notes due 2012 (the Notes). The Holders agreed to convert all of the Notes, held by them in accordance with the terms of the Notes, which resulted in the issuance of an aggregate of 8,246,680 shares of the Companys common stock, par value $0.01 per share (Common Stock). Following this conversion, approximately $0.5 million aggregate principal amount of the Notes (which is not held by the Holders) remains outstanding. In return, the Company also paid the Holders and certain of their affiliates an aggregate of $9.8 million in cash (including approximately $800,000 in accrued interest payments through September 30, 2009), and agreed to issue to the Holders shares of the Companys Series A Convertible Preferred Stock, par value $0.01 per share (the Series A Preferred Stock), with a liquidation preference of $16 million, on the terms and conditions set forth in the Conversion Agreement. If the Company receives approval of its stockholders at the next annual stockholders meeting to convert the Series A Preferred Stock into Common Stock, the Series A Preferred Stock will automatically convert into shares of Common Stock at such time. In connection with the Conversion Agreement, the Company and the Holders also entered into a Registration Rights Agreement dated as of September 25, 2009, which provides the Holders with certain demand and piggyback registration rights with respect to the shares of Series A Preferred Stock and the Common Stock into which the Series A Preferred Stock is convertible upon stockholder approval. The Series A Preferred Stock and the underlying Common Stock issuable upon conversion of the Series A Preferred Stock will not be registered under the Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Series A Preferred Stock will be issued to a limited number of existing institutional investors and one accredited investor in reliance on exemptions from registration pursuant to Section 4(2) of the Securities Act.
On October 1, 2009, The NASDAQ OMX Group, Inc. issued a press release announcing the entry into the Conversion Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
2
This excerpt taken from the NDAQ 8-K filed Aug 26, 2009. (Former Name or Former 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:
On December 17, 2008 and May 28, 2009, NASDAQ OMXs board of directors approved amendments to NASDAQ OMXs By-Laws that took effect on August 24, 2009, following SEC approval. The By-Law amendments were intended to make improvements to corporate governance and update several provisions. The amendments included the following items.
The text of the amended and restated By-Laws is attached to this Current Report on Form 8-K as Exhibit 3.2.
(d) Exhibits.
This excerpt taken from the NDAQ 8-K filed Aug 10, 2009. (Former Name or Former 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:
On August 10, 2009, The NASDAQ OMX Group, Inc. issued a press release announcing that Adena Friedmans appointment as Chief Financial Officer became effective on Friday, August 7 immediately after NASDAQ OMX filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009. NASDAQ OMX previously announced the appointment of Ms. Friedman in a Current Report on Form 8-K filed on February 26, 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
(d) Exhibits.
This excerpt taken from the NDAQ 8-K filed Aug 6, 2009. (Former Name or Former 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:
On August 6, 2009, The NASDAQ OMX Group, Inc. (NASDAQ OMX) issued a press release providing financial results for the second quarter of 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On August 6, 2009, NASDAQ OMX posted slides to be used in its earnings presentation for the second quarter of 2009 on its website at http://ir.nasdaqomx.com/.
(d) Exhibits.
The information set forth under Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of NASDAQ OMXs filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
This excerpt taken from the NDAQ 8-K filed Jul 20, 2009. (Former Name or Former 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:
On July 20, 2009, The NASDAQ OMX Group, Inc. (the Company) announced that Magnus Böcker intends to resign from his position as the Companys President effective September 2, 2009. A copy of the press release announcing the resignation of Mr. Böcker is attached as Exhibit 99.1 to this report and incorporated herein by reference.
(d) Exhibits.
This excerpt taken from the NDAQ 8-K filed Jul 7, 2009. (Former Name or Former 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:
(c) Appointment of Certain Officers.
A copy of the press release announcing the appointment of Mr. Noll is attached as Exhibit 99.1 to this report and incorporated herein by reference.
(d) Exhibits.
This excerpt taken from the NDAQ 10-Q filed May 8, 2009. (Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Table of ContentsThis excerpt taken from the NDAQ 8-K filed May 7, 2009. (Former Name or Former 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:
On May 7, 2009, The NASDAQ OMX Group, Inc. (NASDAQ OMX) issued a press release providing financial results for the first quarter of 2009. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On May 7, 2009, NASDAQ OMX posted slides to be used in its earnings presentation for the first quarter of 2009 on its website at http://ir.nasdaqomx.com/.
(d) Exhibits.
The information set forth under Item 2.02 Results of Operations and Financial Condition and Item 7.01 Regulation FD Disclosure is intended to be furnished pursuant to Item 2.02 and Item 7.01, respectively. Such information, including Exhibit 99.1, shall not be deemed filed for purposes of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any of NASDAQ OMXs filings under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
This excerpt taken from the NDAQ 8-K filed Apr 16, 2009. (Former Name or Former 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:
On April 14, 2009, Christopher R. Concannon advised The NASDAQ OMX Group, Inc. (the Company) that he has resigned as the Companys Executive Vice President, Transaction Services U.S. effective April 30, 2009. A copy of the press release announcing the resignation of Mr. Concannon is attached as Exhibit 99.1 to this report and incorporated herein by reference.
This excerpt taken from the NDAQ 8-K filed Mar 24, 2009. (Former Name or Former 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:
Attached as Exhibit 100 to this Current Report on Form 8-K are the following materials from the Annual Report on Form 10-K of The NASDAQ OMX Group, Inc. (NASDAQ OMX) for the year ended December 31, 2008, filed on February 27, 2009, formatted in XBRL (Extensible Business Reporting Language):
Users of this data are advised pursuant to Rule 401 of Regulation S-T that the financial and other information contained in the XBRL documents is unaudited and that these are not the official publicly filed financial statements of NASDAQ OMX. The purpose of submitting these XBRL formatted documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on the information in this Current Report on 8-K, including Exhibit 100, in making investment decisions. In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
(d) Exhibits.
| EXCERPTS ON THIS PAGE:
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||