Adoption of "Smaller Reporting Companies" Category and Integration of Regulation S-B Requirements into Regulations S-K and S-X


Currently, companies with annual revenues and a public float (the aggregate worldwide market value of voting and non-voting common equity held by non-affiliates) of less than $25 million are defined as "small business issuers" under relevant rules of the Securities and Exchange Commission ("SEC"). Companies with a public float of less than $75 million are considered "nonaccelerated filers." Generally, small business issuers file their periodic reports and registration statements on alternative "SB" forms and have scaled disclosure requirements that in some instances are less onerous than the requirements that apply to other filers. For example, small business issuers are not required to include a "Compensation Discussion and Analysis" in their annual reports on Form 10-KSB or annual proxy statements. Non-accelerated filers, on the other hand, have additional time in which to file their annual and quarterly reports, are not required to disclose unresolved SEC Staff comments in their annual reports, and have been subject to a longer phrase-in schedule for the requirements with respect to management?s report on internal control over financial reporting and the auditors? review and attestation thereof pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002.

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