Nasdaq rules currently require listed companies to disclose certain information through a press release or the news media. On February 1, 2010, Nasdaq filed with the SEC proposed rule changes to amend these requirements to the extent the disclosure is required to be included in a Form 8-K. The proposals provide that listed companies would be able to make the following disclosures in a press release or by filing a Form 8-K, where required by SEC rules:

  • the receipt of a notice that the company does not meet a listing standard, that Nasdaq intends to delist the company, or a public reprimand letter
  • the receipt of an exception to the shareholder approval requirements because compliance would jeopardize the company’s financial viability; companies will still be required to mail this notice to shareholders 10 days before issuing securities in reliance upon the exemption
  • any change in the terms of a listed unit

Similarly, Nasdaq is proposing to eliminate the requirement that foreign private issuers publish their interim financial results in a press release, while maintaining the requirement that it be in a Form 6-K.