The SEC has adopted new rules that change the cover pages of Securities Act registration statements (Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3 and F-4) and Exchange Act periodic reports (Forms 10-K, 10-Q and 8-K), as well as Forms 10, 20-F and 40-F, to include new check boxes for a company to mark whether, at the time of filing, the company is an EGC and whether it has elected not to use the extended transition period to comply with new or revised accounting standards.
What Should You Do?
All companies, EGCs or otherwise, should immediately contact their financial printing firm to revise their appropriate cover pages. Specialized printing companies employ experts in the ever-evolving rules from the SEC and other regulatory bodies, as well as EDGAR and XBRL, and can ensure a smooth adoption of any new requirements. These changes have come because the SEC has adopted technical amendments from the Jumpstart Our Business Startups Act of 2012 that impact forms filed under the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the new rules, companies must check boxes on the form covers to indicate whether or not they are emerging growth companies (EGCs), and if they are, whether they will comply with the financial accounting standards defined under the JOBS Act or will take advantage of the optional extended transition period before doing so.
Section 107 of the JOBS act allows an EGC to forego any or all of the disclosure exemptions. Any EGC that opts out of the extended transition period must make the SEC aware of this decision when first asked to file a periodic report, registration statement, or any other SEC report that falls under Section 13 of the Exchange Act. The new checkboxes on the listed forms serve as a standardized way to inform the SEC of a company’s status and choice (which, once made, is irrevocable) and can be found with checkboxes regarding a company’s status as accelerated filer. EGCs can be considered accelerated filers, non-accelerated filers, or smaller reporting companies, meaning these boxes should also be appropriately checked.
The final rule can be found here. The SEC has not yet updated the PDFs for Forms 10, 10-Q and 10-K. Updated language for those Forms can be found in the final rule as follows: Form 10 on pages 41-42; Form 10-Q on pages 43-44 and Form 10-K on pages 44-45.
The other Forms affected by the rule have been updated and are available as follows: