Exemption is granted from Rule 2710 to permit a member to exercise warrants received as underwriting compensation at a price below the public offering price in settlement of a claim for breach of contract when the issuer did not include the common stock underlying the warrants on a registration statement in accordance with the member's demand registration rights.


April 7, 2000

 

Laurie L. Green, Esq.
Akerman, Senterfitt & Eidson
One Southeast Third Avenue
Miami, Florida 33131-1714

Re: Exemption Request - NASD Conduct Rule 2710
Barron Chase Securities, Inc. - Your Letter of December 15, 1999

 

Dear Ms. Green:

 

This letter responds to your December 15, 1999 letter in which you request an exemption on behalf of Barron Chase Securities, Inc. ("Barron Chase") from the requirements of Paragraph (c)(6)(B)(viii)(b) of NASD Conduct Rule 2710 ("Rule 2710") to lower the exercise price of warrants granted to Barron Chase in April 1997 in connection with the public offering of e-Net, Inc. ("e-Net") that occurred in April 1997. Rule 2710 requires that warrants received by an underwriter and related person that are included in the calculation of underwriting compensation must have an exercise price that does is not less than the public offering price of the securities sold to the public.

 

The Department agrees to grant an exemption from compliance with Rule 2710(c)(6)(B)(viii)(b) and (i) pursuant to the Rule 9600 Series to permit Barron Chase to lower the exercise price of warrants for common stock of e-Net.1 The decrease in the exercise price of the e-Net warrants will be in compliance with terms of a proposed settlement with eNet of a claim by Barron Chase for breach of contract that are included in your letter of December 15, 1999 (as modified by your letter of December 17, 1999). The action for breach of contract was based on the failure of eNet to register the Barron Chase warrants on a post-effective amendment on May 1, 1998. In granting this exemption, we considered that the amount of compensation to the warrantholders will not exceed the compensation that was possible from the sale of the warrants when eNet filed the post-effective amendment on May 1, 1998.

 

NASD Regulation, Inc. has its own Web site. When we believe that others may benefit from seeing particular exemption requests, we publish our decision (but not the request letter) in a section of our Web site designed for exemption requests. You have advised that you would not have any objection if we decided to follow this procedure with respect to this decision.

 

Very truly yours,

 

 

 

Joseph E. Price, Director
Corporate Financing Department


1 This letter confirms this Department’s verbal grant of exemption on December 17, 1999.