INCREASE IN ASSET THRESHOLD FOR SEC REGISTERING AND REPORTING

The SEC increased the total asset threshold to $10 million (from $5 million) for registration and periodic reporting under the Securities and Exchange Act of 1934 (1934 Act). Companies registered under Sec. 12 of the 1934 Act must file periodic reports (e.g., Form 10-K annual reports, 10-Q quarterly reports, 8-K current reports) with the SEC. Under the amended requirement, companies will not have to register with the SEC, or file these reports until they have 500 or more equity shareholders and total assets of $10 million or more.

The asset threshold for termination of reporting was also increased. A company many terminate its 1934 Act registration for a class of securities and suspend its duty to file periodic reports when:

* The registered securities are
held by fewer than 300 "holders of record," or

* The registered securities are held by fewer than 500 "holders of record" and total assets have not exceeded $10 million (instead of $5 million) on the last day of the three most recent fiscal years.

The amendment, however, does not change the SEC's requirement that securities traded on a national exchange or on the National Association of Securities Dealers Automated Quotation System (NASDAQ) be registered under Section 12 of the 1934 Act. Also, companies that conduct offerings under the Securities Act of 1933 will be subject to the SEC's periodic reporting requirements until they become eligible to suspend their 1934 Act reporting duties.

The increased asset threshold should lower the cost of raising capital for small, growing companies. More of these companies will be able to conduct offerings under the SEC's small offering exemptions (such as Regulation A) without automatically becoming subject to the 1934 Act registration and periodic reporting requirements. *

Source: Deloitte & Touche