Also Approves Electronic Filing and Changes to Form D
FOR IMMEDIATE RELEASE
2007-259
Washington, D.C., Dec. 11, 2007 - The Securities and Exchange Commission today unanimously approved changes that will give smaller companies faster and easier access to capital when they need it or market conditions are favorable.
Specifically, the Commission adopted amendments to the eligibility requirements of Form S-3 and Form F-3 of the Securities Act to allow companies that do not meet the current public float requirements of the forms to nevertheless register primary offerings of their securities, subject to certain restrictions, including the amount of securities those companies may sell pursuant to the expanded eligibility standard in any one-year period.
These changes to Forms S-3 and F-3 are intended to allow a larger number of public companies to benefit from the greater flexibility and efficiency in accessing the public securities markets afforded by Forms S-3 and F-3 in a manner that is consistent with investor protection.
“By extending the benefits of the Form S-3 and F-3 streamlined registration statements to approximately 1,400 smaller reporting companies, the Commission has significantly enhanced the ease and efficiency with which these companies can access the public securities markets,” said John White, Director of the SEC’s Division of Corporation Finance.
The amendments to Forms S-3 and F-3 will allow companies with less than $75 million in public float to register primary offerings of their securities on these forms, provided they
* meet the other registrant eligibility conditions for the use of the respective form;
* are not shell companies and have not been shell companies for at least 12 calendar months before filing the registration statement;
* have a class of common equity securities listed and registered on a national securities exchange; and
* do not sell more than the equivalent of one-third of their public float in primary offerings pursuant to the new instructions in any period of 12 calendar months.
The effective date for these amendments will be 30 days after their publication in the Federal Register.










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