UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NYMEX HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-4098266 | |
| (State of incorporation or organization) | (I.R.S. Employer or Identification No.) | |
| One North End Avenue World Financial Center New York, New York |
10282-1101 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
| None | Not Applicable |
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please check the following box. ¨
If this Form 8-A relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is to become effective General Instruction A.(d), please check the following box. x
Securities Act registration statement file number to which this form relates: 333-138126
Securities to be registered pursuant to Section 12(g) of the Act: Up to a maximum of 6,484,800 shares of Series B Common Stock, par value $0.01 per share.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
For a description of the securities to be registered hereunder, reference is made to the information set forth under the heading “Description of Capital Stock” in the Registrant’s Prospectus, which constitutes a part of the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-138126) (the “Registration Statement”), filed under the Securities Act of 1933, as amended, which information is hereby incorporated herein by reference.
| Item 2. | Exhibits. |
| 3.1 | Form of Amended and Restated Certificate of Incorporation of NYMEX Holdings, Inc. (incorporated herein by reference to Exhibit 3.1 of Form S-1 (file no. 333-135800)). | |
| 3.2 | Form of COMEX Transaction Amendment (incorporated herein by reference to Exhibits B and C to Exhibit 10.1 of Current Report on Form 8-K, dated September 26, 2006). | |
| 3.3. | Form of Amended and Restated By-laws of NYMEX Holdings, Inc. (incorporated herein by reference to Exhibit 3.2 of Form S-1 (file no. 333-135800)). | |
| 4.1 | Form of Common Stock certificate for NYMEX Holdings, Inc. (incorporated herein by reference to Exhibit 4.1 of Form S-1 (file no. 333-135800)). | |
| 4.2 | Form of B-1 Common Stock certificate for NYMEX Holdings, Inc. | |
| 4.3 | Form of B-2 Common Stock certificate for NYMEX Holdings, Inc. | |
| 4.4 | Form of B-3 Common Stock certificate for NYMEX Holdings, Inc. | |
| 10.15 | COMEX Transaction Agreement, by and among NYMEX Holdings, Inc., NYMEX Exchange, Inc., Commodity Exchange, Inc. and the Governors Committee of the COMEX Division (incorporated herein by reference to Exhibit 10.1 of Current Report on Form 8-K filed on September 26, 2006). | |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| NYMEX Holdings, Inc. | ||||||||
| (Registrant) | ||||||||
| Dated: November 9, 2006 |
By: |
/s/ Christopher K. Bowen | ||||||
| Name: |
Christopher K. Bowen | |||||||
| Title: |
General Counsel, Chief Administrative Officer and Secretary | |||||||