The SEC Rules

  Financial reporting for America's small businesses

Download the Flash player at

5 July 2007 SEC proposes consolidation of Regulation S-B rules into Reg. S-K

27 June 2007 SEC proposes reducing holding periods under Rule 144

15 Dec. 2006 SEC again extends Section 404 compliance date for non-accelerated filers

Archives: 2005



SEC proposes consolidation of Regulation S-B rules into Regulation S-K

Washington, D.C., July 5, 2007 - The SEC has proposed to consolidate Regulation S-B into Regulation S-K and to eliminate the small business forms.  Regulation S-B presently applies to issuers with revenues and public float each less than $25 million.  The proposed rule would eliminate the revenue ceiling and increase the float ceiling to $75 million, the ceiling presently applicable to non-accelerated filers.  If a company, such as a company with only registered debt securities, could not calculate its public float, it would qualify if its revenues were less than $50 million.  The categories small business issuers and non-accelerated filers would be replaced by a single category - smaller reporting companies.  Regulation S-B Item 310, pertaining to financial statements, would be added to Regulation S-K and all other Regulation S-B items would be integrated into Regulation S-K, with a paragraph explaining the availability of reduced disclosure standards for smaller reporting companies, as applicable, which standards would be set forth within the S-K Item.  All small business forms would be eliminated; a check box would be added to all forms to indicate if the registrant was eligible to be a smaller reporting company. Two other significant changes under the proposed rules are the availability of this reporting category to foreign companies, provided their financial statements are in accordance with US GAAP; and a change in the way public float would be calculated in initial public offerings.  Initial float, as proposed, would be the sum of the number of common shares held by non-affiliates plus the number of common shares being registered in the offering multiplied by the estimated offering price.  In addition to the availability of reduced disclosure standards, a registrant could selectively apply either the S-K standard or the reduced disclosure standards on an item by item basis, except that within any fiscal year, the financial statements must be uniformly subject to Item 310 or Regulation S-X (the companion regulation to Regulation S-K for companies not eligible for the new category).  [SEC Release No.33-8819]