SEC Expands Eligibility Requirements of Forms S-3 and F-3 to Include Smaller Reporting Companies


On December 11, 2007, the Securities and Exchange Commission (the “SEC”) approved the adoption of amendments (the “Amendments”) to Form S-3 and Form F-3 (the “Forms”). The Amendments will increase the number of smaller public companies eligible to use these Forms to register primary offerings of equity and unrated debt, and to use these forms to file a shelf registration statement. Accordingly, these Amendments are expected to provide these companies

with greater and more cost-effective access to the public securities market.

The Amendments will enable a company that has less than $75 million in public equity float to register its primary securities offerings on one of the Forms if it:

meets the other eligibility requirements of the relevant Form;

is not and has not been a shell company for at least 12 calendar months prior to the filing of

the Form;

has a class of common equity securities listed on a national securities exchange; and

does not sell in a 12-month period more than the equivalent of one-third of its public float.

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