Form S-1 under the Securities Act is
used by issuers who are not eligible to use other forms to register
offering of their securities.
The Commission requests
an emergency extension for the information collections in our
release titled “Smaller Reporting Company Definition” (Rel. No.
33-10513). We were not able to submit PRA packages for the release
proposing these amendments because so many of the forms and rules
were affected by prior adopting releases, for which PRA packages
were pending at OMB. We would like to request expedited 30-day
review for this submission.
The amendments in Release No.
33-10513 expand the number of registrants that qualify as smaller
reporting companies and thereby are eligible to rely on the scaled
disclosure requirements. Under the amended definition, smaller
reporting companies generally include registrants with either (1) a
public float of less than $250 million or (2) revenues of less than
$100 million in the previous year and either no public float or
public float of less than $700 million. The release also revises
Rule 3-05(b)(2)(iv) of Regulation S-X to align the revenue
threshold in that rule with the new revenue threshold in the
definition of smaller reporting company. We anticipate that the
amendments will decrease the burdens and costs for registrants to
prepare and review filings that include scaled disclosure
requirements for smaller reporting companies or for which acquired
companies financial statements are required under Rule
3-05(b)(2)(iv). For purposes of the PRA, we estimate that the
amendments to Form S-1 will result in a net decrease of 145 burden
hours and a net decrease in the cost burden of ($174,000) for the
services of outside professionals.