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): February 15, 2008 (February 15, 2008)
THE NASDAQ STOCK MARKET, 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 February 15, 2008, The Nasdaq Stock Market, Inc. issued a press release relating to Borse Dubai Limited’s tender offer for OMX AB (publ) and the subsequent sale of OMX shares to NASDAQ. This 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 February 15, 2008. |
SIGNATURE
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 STOCK MARKET, INC. | ||
| By: | /s/ Edward S. Knight | |
| Name: | Edward S. Knight | |
| Title: | Executive Vice President and General Counsel | |
Dated: February 15, 2008
Exhibit 99.1
OMX Shareholders Accept Borse Dubai Offer; NASDAQ Close to Finalizing Combination With OMX
NASDAQ Combined With OMX Will Create World’s Largest Exchange Company
Closing of Transaction Expected On February 27
NEW YORK, Feb. 15, 2008 (PRIME NEWSWIRE) — The Nasdaq Stock Market, Inc. (Nasdaq:NDAQ) today released the following statement in connection with Borse Dubai Limited’s (“Borse Dubai”) successful tender offer for OMX AB (publ) (“OMX”) and the subsequent sale of OMX shares to NASDAQ, to form The NASDAQ OMX Group. The transaction is expected to close on February 27.
NASDAQ’s President and Chief Executive Officer Bob Greifeld commented, “This is the final milestone of the transaction. Borse Dubai’s successful tender for OMX shares paves the way for NASDAQ to create the world’s largest exchange company that will set the standard for global electronic trading and public company services, and provide the premier infrastructure for financial markets around the world.”
NASDAQ is the largest U.S. equities exchange. With over 3,100 companies, it lists more companies and, on average, trades more shares per day than any other U.S. market. It is home to companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology. NASDAQ is the primary market for trading NASDAQ-listed stocks as well as a leading liquidity pool for trading NYSE-listed stocks. For more information about NASDAQ, visit the NASDAQ Web site at http://www.nasdaq.com or the NASDAQ Newsroom at http://www.nasdaq.com/newsroom/
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties. NASDAQ cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to, projections about the expected closing date for the transactions with Borse Dubai, the future success of the combination with OMX, and other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond NASDAQ’s control. These factors include, but are not limited to, NASDAQ’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors detailed in NASDAQ’s filings with the U.S. Securities Exchange Commission, including its annual report on Form 10-K for the fiscal year ending December 31, 2006 which is available on NASDAQ’s website at http://www.nasdaq.com and the SEC’s website at www.sec.gov. NASDAQ undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
NDAQG
CONTACT: NASDAQ
Media Contacts:
Bethany Sherman
(212) 401-8714
Silvia Davi
(646) 441-5014
Investor Contact:
Vincent Palmiere
(212) 401-8742