This excerpt taken from the NDAQ 8-K filed Jan 12, 2006.
NASDAQ PLANS COMMON STOCK OFFERING AND IS INVITING HOLDERS OF OUTSTANDING VOTING TRUST CERTIFICATES TO SELL EXISTING UNDERLYING SHARES IN THE OFFERING
The Nasdaq Stock Market, Inc. (NASDAQ: NDAQ) today announced that it is planning to conduct an underwritten public offering of its common stock. It anticipates completing the offering in the first quarter of 2006, subject to market conditions.
NASDAQ plans to sell its own shares in the offering. Consistent with NASDAQs previously disclosed intention to redeem its Series C preferred stock, NASDAQ currently expects to use approximately $105 million of proceeds from the offering for this purpose, with any further proceeds to be used for general corporate purposes.
In addition, at NASDs request, NASDAQ is inviting stockholders that acquired Voting Trust Certificates, representing NASDAQ shares, before December 31, 2005 through the exercise of warrants issued in connection with the separation of NASDAQ from NASD, to sell those shares in the offering.
NASD has also expressed interest to NASDAQ in the possibility of selling shares in the offering, to the extent market conditions allow. The size of the offering will be established once NASDAQ receives all responses from potential selling shareholders. The shares sold by the selling stockholders are currently issued shares and will not change the number of NASDAQ shares outstanding.
As part of this proposed offering and as required by an agreement entered into in connection with NASDAQs separation from the NASD, NASD members will be invited to purchase shares through a Directed Share Program in this proposed offering.