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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:

 

¨ 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 2.06. Material Impairments.

On December 16, 2009, the board of directors of The NASDAQ OMX Group, Inc. (“NASDAQ OMX”) approved NASDAQ OMX’s 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 OMX’s 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 OMX’s 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:

 

¨ 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 2.02. Results of Operations and Financial Condition.

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.

 

Item 7.01. Regulation FD Disclosure.

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/.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Exhibit Description

99.1    Press release dated November 5, 2009.

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 OMX’s 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:

 

¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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 Company’s 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 Company’s 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 Company’s 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.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Exhibit Description

3.1.8    Certificate of Designation of Series A Convertible Preferred Stock of The NASDAQ OMX Group, Inc., dated October 1, 2009.

 

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:

 

¨ 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 3.02. Unregistered Sales of Equity Securities.

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 LLC’s 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 Company’s 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 Company’s 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.

 

Item 8.01. Other Information.

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.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Exhibit Description

99.1   Press Release dated October 1, 2009.

 

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:

 

¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 17, 2008 and May 28, 2009, NASDAQ OMX’s board of directors approved amendments to NASDAQ OMX’s 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.

 

   

Article I was amended to reflect certain subsidiary name changes.

 

   

Article III was amended to modify the procedures governing proposals by stockholders, including proposals by stockholders to nominate directors.

 

   

Article IV was amended to state explicitly that the management compensation committee and the audit committee of the board of directors must be composed exclusively of independent directors within the meaning of the rules of The NASDAQ Stock Market (and, in the case of the audit committee, Section 10A of the Exchange Act). Although NASDAQ OMX adheres to the independence requirements imposed by The NASDAQ Stock Market and the Exchange Act, it believes that these requirements should be explicitly stated in the By-Laws.

 

   

Article IV was amended to adopt a nominating committee structure typical of publicly-traded companies in which the committee is composed exclusively of independent directors. Prior to the By-Law changes, NASDAQ OMX’s nominating committee was composed of persons who were not directors or who were directors not standing for re-election.

 

   

Article VIII was amended to provide that NASDAQ OMX shall provide indemnification against liability, advancement of expenses and the power to purchase and maintain insurance on behalf of persons serving as a director, officer or employee of any wholly owned subsidiary of NASDAQ OMX to the same extent as indemnification, advancement of expenses and the power to maintain insurance is provided for directors, officers or employees of NASDAQ OMX.

 

   

Article IX was amended to modernize the language of the provisions dealing with capital stock to reflect possible participation in the Direct Registration System.

 

   

Article XII was amended to clarify the provisions that govern the relationships between NASDAQ OMX and each of its subsidiaries that is a self-regulatory organization.

The text of the amended and restated By-Laws is attached to this Current Report on Form 8-K as Exhibit 3.2.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Exhibit Description

3.2   By-Laws of The NASDAQ OMX Group, Inc.


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:

 

¨ 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 August 10, 2009, The NASDAQ OMX Group, Inc. issued a press release announcing that Adena Friedman’s 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.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Exhibit Description

99.1

   Press Release dated August 10, 2009.


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:

 

¨ 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 2.02. Results of Operations and Financial Condition.

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.

 

Item 7.01. Regulation FD Disclosure.

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/.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Exhibit Description

99.1

   Press release dated August 6, 2009.

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 OMX’s 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:

 

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 20, 2009, The NASDAQ OMX Group, Inc. (the “Company”) announced that Magnus Böcker intends to resign from his position as the Company’s 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.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

  

Exhibit Description

99.1    Press release dated July 20, 2009.

 


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:

 

¨ 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) Appointment of Certain Officers.

 

  (1) On June 30, 2009, the board of directors of The NASDAQ OMX Group, Inc. (“NASDAQ OMX”) appointed Eric Noll, age 47, to the position of Executive Vice President, Transaction Services U.S. and U.K.

 

  (2) From March 1994 to July 2009, Mr. Noll served as the Managing Director, Global Head of Strategic Relationships at Susquehanna International Group, LLP. Prior to this, Mr. Noll worked at the Philadelphia Stock Exchange from March 1993 to March 1994 as the Assistant Vice President, New Market Development, Strategic Planning and Marketing. Mr. Noll also worked at the Chicago Board Options Exchange from 1990 to 1993 in various roles as an Associate and Manager of Strategic Planning.

 

  (3) NASDAQ OMX has no employment agreement with Mr. Noll. In connection with Mr. Noll’s appointment, NASDAQ OMX’s management compensation committee and board of directors approved his compensation package, which includes an annual base salary of $500,000 and a target incentive compensation award of $750,000. In addition, Mr. Noll will be eligible to receive an equity award valued at $1,000,000, which will be granted under the NASDAQ OMX Equity Incentive Plan and subject to board approval at the time of NASDAQ OMX’s next all-employee equity grant.

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.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Exhibit Description

99.1   Press release dated July 6, 2009.


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.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

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 issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at May 1, 2009

Common Stock, $.01 par value per share   202,127,399 shares

 

 

 


Table of Contents

The NASDAQ OMX Group, Inc.

This 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:

 

¨ 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 2.02. Results of Operations and Financial Condition.

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.

 

Item 7.01. Regulation FD Disclosure.

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/.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Exhibit Description

99.1   Press release dated May 7, 2009.

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 OMX’s 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:

 

¨  

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 14, 2009, Christopher R. Concannon advised The NASDAQ OMX Group, Inc. (the “Company”) that he has resigned as the Company’s 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.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Exhibit Description

99.1    Press release dated April 15, 2009.


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:

 

¨ 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 Events.

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):

 

  (i) the Consolidated Statements of Operations—Year Ended December 31, 2008, 2007 and 2006;

 

  (ii) the Consolidated Balance Sheets—December 31, 2008 and December 31, 2007;

 

  (iii) the Consolidated Statements of Cash Flows—Year Ended December 31, 2008, 2007 and 2006

 

  (iv) the Consolidated Statements of Changes in Stockholders’ Equity—Year Ended December 31, 2008, 2007 and 2006; and

 

  (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

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.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Exhibit Description

100  

The following materials from NASDAQ OMX’s Annual Report on Form 10-K for the year ended December 31, 2008, filed on February 27, 2009, are formatted in XBRL and furnished as exhibits to this report:

 

  (i) the Consolidated Statements of Operations—Year Ended December 31, 2008, 2007 and 2006;

 

  (ii) the Consolidated Balance Sheets—December 31, 2008 and December 31, 2007;

 

  (iii) the Consolidated Statements of Cash Flows—Year Ended December 31, 2008, 2007 and 2006

 

  (iv) the Consolidated Statements of Changes in Stockholders’ Equity—Year Ended December 31, 2008, 2007 and 2006; and

 

  (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text.

 


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