Securities Act and Exchange Act Form Revisions

In 2012, the Jumpstart Our Business Startups (JOBS) Act created a new category of companies known as “emerging growth companies (EGCs).” The JOBS Act also requires that, once every five years, the SEC indexes various EGC thresholds to reflect changes in the Consumer Price Index for All Urban Consumers. Last week, those new thresholds became effective upon their publication in the Federal Register.

The SEC simultaneously revised the cover pages of various Securities Act and Exchange Act forms used by virtually all public companies. Two new check boxes must now appear on the covers of:

  • Forms S-1, S-3, S-4, S-8, S-11 and the corresponding foreign private issuer “F” forms, and
  • Forms 10-K, 10-Q, 8-K and 10.

The new boxes must indicate:

  • Whether the person filing the report is an EGC, and
  • If so, whether the company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

The takeaways

  • Due to the form changes, almost every public company (not just EGCs) is impacted.
  • The cover page revisions are now effective for all future filings on the forms listed above.
  • Click here to see the new text of the forms themselves and the related new instructions.

All the best,

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