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Section 404 of the Sarbanes-Oxley Act of 2002 (SOX 404) requires public companies to include in annual reports a report by management on the company's internal control over financial reporting, and requires the company's auditor to attest to management's assessment of the company's internal controls. An accelerated filer must comply with this requirement for its first fiscal year ending on or after November 15, 2004. (A non-accelerated filer must begin to comply for its first fiscal year ending on or after July 15, 2005.) An accelerated filer is one that meets all of the following conditions as of the end of its fiscal year: - The registrant's common equity public float was $75 million or more as of the last business day of its most recently completed second fiscal quarter;
- The registrant has been reporting under Section 13(a) or 15(d) of the 1934 Act for at least 12 months;
- The registrant has previously filed at least one annual report; and
- The registrant is not eligible to report under the small business issuer rules.
Per the above definition, June 30 is the measurement date with regard to the public float criterion for a December 31 year-end registrant (measured as of the last business day of its most recently completed second fiscal quarter). Thus, if a company meets the public float test as of June 30, 2004 (and it meets the other criteria above as of December 31, 2004), it would be considered an accelerated filer as of December 31, 2004, its Form 10-K would be due on March 1, 2005, and it would be subject to the SOX 404 internal control assessment and attestation requirements then.
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