Recently, the SEC adopted a new system of disclosure rules for smaller companies filing periodic reports and registration statements with the SEC. The new rules are available to all “smaller reporting companies” effective February 4, 2008. The “smaller reporting company” category includes companies that qualified as “small business issuers” before the new rules, as well as most companies that qualify as “non-accelerated filers.” In general, companies that enter the system with less than $75 million in common equity public float qualify as smaller reporting companies. Companies unable to calculate the public float typically qualify if they have less than $50 million in annual revenues upon entering the system.
Under the new disclosure rules, small business issuers will have the option to file their next annual report for a fiscal year ending after December 15, 2007 on Form 10-KSB or the standard Form 10-K. Any quarterly reports due before this annual report may be filed on Form 10-QSB or Form 10-Q. After the next annual report, all future annual and quarterly reports must be on the standard forms instead of the “SB” forms.
On January 25, 2008, the SEC issued a compliance guide that explains how current small business issuers and other smaller companies newly eligible to use the SEC’s scaled disclosure rules, primarily non-accelerated filer companies, can make the changeover to the new rules. Although the guide is not a substitute for the SEC’s rules, it summarizes and explains the following topics:
- Qualifying as a “smaller reporting company”
- Compliance date guidance for current small business issuers
- Transition to non-SB forms – guidance for current small business issuers
- Guidance for newly eligible smaller reporting companies
- Scaled item requirements in Regulation S-K for smaller reporting companies
Changeover to the SEC’s New Smaller Reporting Company System by Small Business Issuers and Non-Accelerated Filer Companies - A Small Entity Compliance Guide is available in full at http://www.sec.gov/info/smallbus/secg/smrepcosysguid.pdf. |
