As we reported in our Client Alert dated December 3, 2007, the Securities and Exchange Commission ("SEC") has adopted amendments to Rule 12h-1 under the Securities Exchange Act of 1934 ("Exchange Act") to provide exemptions from Section 12(g) registration for compensatory stock options. The SEC adopted two separate exemptions in the amendments ? one for issuers that are not subject to the reporting requirements of the Exchange Act and one for issuers that are. The amendments were effective December 7, 2007. This memorandum discusses the exemptions in additional detail.

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