| Release No. 34-18647 Release No. IC-12375 April 15, 1982
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 Table of Contents
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I. Discussion
A. The Registration and Reporting System
There are three provisions of the Exchange Act by which a class of securities of an issuer becomes subject to the registration, continuous reporting and other requirements of that Act. Under Section 12(b), an issuer may register a security on a national securities exchange. Under Section 12(g), if an issuer on the last day of its fiscal year has total assets exceeding $1 million and a class of securities held of record by 500 or more persons, the issuer is required to file a registration statement for that class of securities. Section 15(d) applies to any issuer that has filed a registration statement which has become effective pursuant to the Securities Act of 1933 15 U.S.C. 77a et seq. (the "Securities Act"). The issuers duty to file reports under Section 15(d) is automatically suspended if and so long as any class of the issuers securities are registered pursuant to Section 12.
A company with a class of securities registered under Sections 12(b) or 12(g), as well as a company subject to Section 15(d), is required to file annual, quarterly and current reports pursuant to Section 13(a). In addition, the proxy provisions of Section 14(a) and (c), the Williams Act amendments and the short swing profit provisions of Section 16 apply to classes of securities registered under Section 12.
Registration under Section 12(g) may be terminated whenever the class of equity securities is held of record by less than 300 persons. Under Section 15(d), an issuer is required to file reports for the fiscal year in which its registration statement becomes effective, but is suspended from that obligation during any subsequent year in which there are less than 300 record holders of the class of securities to which the registration statement relates on the first day of the fiscal year.
B. The New Classification System
In general, the new classification system will change the existing system in three ways.
First, a company will not have to register under Section 12(g) until it has 500 or more record holders of a class of equity securities and it has total assets of $3 million or more, this being an increase from the present total assets criterion of $1 million.
Second, once a companys class of securities is registered under Section 12(g), it may deregister at any time that it has fewer than 500 record holders of the class and the company has had total assets of less than $3 million at the end of each of its last three fiscal years. This represents an addition to the present provision which permits a company to terminate its registration at any time it has fewer than 300 shareholders.
Third, a company that is subject to Section 15(d) will generally have its obligation to file reports under that section suspended with respect to any fiscal year in which on the first day of such fiscal year it has fewer than 500 security holders and has had total assets under $3 million at the end of its three most recent fiscal years. The new provision for suspending the reporting obligation under Section 15(d) is not available to an issuer for any year in which it has a registration statement become effective or in the two succeeding years. Under the present system the duty to file reports under Section 15(d) is only suspended if the number of security holders is less than 300.
C. Public Comments on the Proposed Amendments and Principal Revisions
1. Public Comments
In the proposing Release, the Commission proposed new Rule 12g-1 17 CFR 240.12g-1, 3amendments to Rule 12g-4 17 CFR 240.12g-4 and an amendment to Rule 15d-6 17 CFR 240.15d-6. 4 Under proposed Rule 12g-1, issuers with less than $3 million in total assets would be exempt from the registration provisions of the Exchange Act. Under proposed Rule 12g-4 and 15d-6, issuers would have been required issuers (i) to have had assets under $3 million at the end of each of their last three fiscal years and (ii) to have filed annual reports with the Commission for each of those last three fiscal years before registration could be terminated under Section 12(g) or reporting could be suspended under Section 15(d).
Sixteen comment letters were received, twelve of which supported the concept of classifying small issuers and exempting certain of them from Exchange Act reporting and other obligations. 5 The commentators offered general views on the concept of classification and specific suggestions on the proposals.
Several commentators believed that criteria other than asset size and number of shareholders should be used for granting an exemption from the reporting requirements. The principal alternative criteria suggested were trading volume and market value of securities. A number of other commentators stated that the shareholder number was generally indicative of investor interest in a companys securities and, thus, of the need for continuous disclosure, and that an asset test was a simple and functional test of an issuers size in relation to the costs of complying with Exchange Act reporting requirements. While the suggested alternative may have merit, the Commission believes that a classification system based on asset size and shareholder number is consistent with the present statutory framework and avoids confusion and complex regulation.
Some commentators favored a higher total asset level, while others favored raising or eliminating the shareholder number criterion. The Commission continues to believe that the $3 million total asset figure represents an appropriate adjustment to that criterion to account for the effects of inflation since Congressional enactment of the Exchange Act amendments in 1964. According to data analyzed by the Commissions Directorate of Economic and Policy Analysis ("DEPA"), it would take a nominal dollar amount of nearly $3 million to match the purchasing power in 1964, adjusting for inflation, of $1 million in constant 1964 dollars. 6 The Commission expects to monitor inflation measures and will consider further amendments to the classification rules, if necessary. Moreover, the Commission believes that the 500 shareholders of record criterion is an appropriate indicator of investor interest, one which balances the concerns of cost of compliance with adequate investor protection. It should be noted also that the amendments as adopted will permit approximately eight percent of those issuers currently reporting under Sections 12(g) or 15(d), or 5.6 percent of all reporting companies, to exit, if they so elect. 7
2. Principal Revisions From Proposals
The system adopted today differs from the one proposed for comment principally in that it does not require annual reports to have been filed for each of the last three fiscal years in order to terminate or suspend the reporting obligations under either Section 12(g) or Section 15(d).
As proposed, once an issuer registered under Section 12(g), it would have had to continue reporting for a minimum of three years, in order to meet the requirement that three annual reports had been filed. While this will still be true for most Section 12(g) registrants, it is now possible for an issuer who had voluntarily registered under Section 12(g), with less than $3 million of assets, to terminate its registration before it has filed three annual reports, if it has had assets under $3 million for its last three fiscal years.
The proposed system would have affected an issuer reporting pursuant to Section 15(d) in a slightly different manner. If a company had a Section 15(d) obligation suspended by the statute for several years because it had less than 300 shareholders and then had an increase in the number of its shareholders to between 300 and 500, it would have had to file annual reports for three years even though its assets had never exceeded $3 million in order to meet the requirement to file three annual reports. Under the system adopted today, such a companys obligation to file reports will continue to be suspended so long as it has less than 500 shareholders and has had less than $3 million of assets at the end of each of its last three fiscal years.
In the above two situations, the Commission agrees with the commentators that the requirement to file three annual reports represented an unnecessary burden on small issuers and was not necessary for the protection of investors. The Commission, however, continues to believe that if a company files a registration statement under the Securities Act it should be required to file reports with the Commission for three years after the effective date of the registration statement unless such obligation is suspended by the statutory provision of having less than 300 security holders. This belief is based on the premise that if a company goes to the public to raise capital, its public shareholders should have some assurance that information about the company will be publicly available for at least some period of time. The statute itself provides that an annual report must be filed for the year in which the registration statement becomes effective and this provision is retained. Thus, the system being adopted today will specifically provide that an issuer cannot be relieved of its obligation to report under Section 15(d) for the year in which a registration statement becomes effective and the two succeeding years unless it meets the statutory test of having fewer than 300 shareholders on the first day of the fiscal year following the year in which the registration statement became effective under the Securities Act.
3. Revisions to Rule 12g-2 for Business Development Companies
Rule 12g-2 has been amended to provide certain relief for business development companies. A business development company is defined as: a domestic, closed-end investment company that is operated for the purpose of making investments in small and developing businesses and financially troubled businesses; that makes available significant managerial assistance to its portfolio companies; and that has notified the Commission of its election to be subject to the system of regulation established by Sections 55 through 65 of the Investment Company Act of 1940 15 U.S.C. 80a et seq. (the "1940 Act"). 8 In order to elect to be regulated as a business development company, a company must have a class of equity securities registered under Section 12 of the Exchange Act or have filed a registration statement under that section. 9
Generally, registration under the Exchange Act may be effected either before or simultaneously with the filing of the companys Notice of Election 10to be regulated as a business development company. However, as more fully explained in Release No. IC-11703 (March 26, 1981), 11the automatic registration provisions of Rule 12g-2 have the effect of permitting certain registered investment companies to file a Notice of Election without filing a registration statement under the 1934 Act. As also explained in Release No. IC-11703, investment companies with securities held of record by fewer than 300 persons did not have the benefit of the relief provided by Rule 12g-2. The proposed technical change to Rule 12g-2 would have had the effect of raising this threshold number to 500. As adopted, the amendments to Rule 12g-2 make the provision available to all registered investment companies electing to become business development companies.
4. Other Revisions
Certain other changes have been made to other rules to conform them to the classification rules as follows:
(a) Changes have been made to Rule 12h-4 17 CFR 240.12h-4, which has been redesignated Rule 12h-3, to reflect the adoption of amendments to Rule 12g-4. The changes provide that an issuer relying on Rule 12g-4(a)(2) will not have its Section 15(d) reporting obligation automatically suspended unless it has filed annual reports with the Commission with respect to its three most recent fiscal years.
(b) Changes have been made to the descriptions of the joint Form 12g-4/15d-6 17 CFR 249.323, 333 to conform them to the revisions to Rule 12g-4 and Rule 15d-6 discussed above.
(c) Form 12g-4/15d-6 has been amended to require that issuers specify which exemptive provision is being claimed for termination of registration or suspension of reporting obligations. Thus, issuers must check a box indicating whether the new rules or the statutory exemptive provisions apply.
II. Withdrawal of Certain Form 10s Filed After December 20, 1981
The Commission recognizes that some issuers may have filed a Form 10 under Section 12(g) relating to a fiscal year ending on or after December 20, 1981, prior to the effective date of new Rule 12g-1 adopted herein. Some of these issuers, although they exceeded the Section 12(g) criteria, may not have exceeded the criteria established by new Rule 12g-1 at the end of their fiscal years. The Commission will permit any issuer who filed a Form 10 relating to a fiscal year ending on or after December 20, 1981, who would otherwise be exempt from filing such form by new Rule 12g-1, to withdraw the Form 10 up to the time the form becomes effective. Issuers wishing to withdraw a non-effective Form 10 should write a letter to the Commission requesting that the Form 10 be withdrawn. If a Form 10 relating to a fiscal year ending on or after December 20, 1981, which would not have been required to be filed under new Rule 12g-1, becomes effective prior to June 1, 1982, the Commission will permit the issuer to terminate its registration by filing a Form 12g-4/15d-6, noting on that form the special use being made of the form. The Form 12g-4/15d-6 must be filed, however, prior to the earlier of the date the first periodic report is required to be filed or July 1, 1982.
III. Availability of Final Regulatory Flexibility Analysis
The Commission has prepared a Final Regulatory Flexibility Analysis in accordance with 5 U.S.C. 603 regarding Rule 12g-1 and the associated amendments adopted herein. A summary of the corresponding Initial Regulatory Flexibility Analysis was included in the Proposing Release at 46 FR 52387. Members of the public who wish to obtain copies of the Final Regulatory Flexibility Analysis should contact Suzanne S. Brannan, Securities and Exchange Commission, 500 North Capitol Street, Washington, D.C. 20549. (202/272-2644).
IV. Certain Findings and Statutory Authority
As required by Section 23(a) of the Exchange Act, the Commission has specifically considered the impact that the rulemaking actions revising 17 CFR Parts 240, and 249, taken pursuant to the various provisions of the Exchange Act would have on competition and has concluded that they would not impose a significant burden on competition not necessary or appropriate in furtherance of the purposes of the Exchange Act.
For the reasons stated above and pursuant to Section 553(d) of the Administrative Procedure Act 5 U.S.C. 553(d), the Commission finds that there is good cause for making the new rule and related amendments effective immediately in view of the fact that they provide an exemption from the reporting and other obligations imposed by the Exchange Act.
List of Subjects in 17 CFR Part 240.
Brokers, fraud, investment companies, municipal securities dealers, reporting requirements, securities (bonds, business development companies, exempt securities, government securities, institutional disclosure, investment companies, investments, stocks), securities associations, securities exchanges.
List of Subjects in 17 CFR Part 249.
Brokers, investment companies, municipal securities dealers, securities (business development companies, institutional disclosure) securities associations, securities exchanges.
The Commission hereby adopts the following rule, rule amendments, and form amendments pursuant to sections 12(h) and 23(a) of the Exchange Act Secs. 12(h), 23(a), 48 Stat. 892, 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 18, 89 Stat. 155; 15 U.S.C. 78 1 (h), 78w(a). Accordingly, 17 CFR 240.12g-1, 240.12g-2, 240.12g-4, 240.12h-4, 240.15d-6, 249.323 and 333 are revised as set forth below.
By the Commission.
George A. Fitzsimmons
Secretary
____________________
Appendix A
The following examples illustrate the operation of the classification scheme under Section 12(g):
1. Company A sells securities under Section 4(2) of the Securities Act every year for three years. It eventually has total assets of $10 million and has 450 shareholders. Company A does not have to register its securities under the prior system or the new classification system since the number of shareholders does not exceed 500.
2. Company B sells securities under Section 4(2) of the Securities Act every year for three years. Eventually it has total assets of $2.8 million and has 700 shareholders. Pursuant to Rule 12g-1, Company B would not have to register its securities since its assets do not exceed $3 million. However, under the prior system, Company B would have been required to register its securities since its assets exceeded $1 million and it had more than 500 shareholders.
3. Company C has been registered and reporting under Section 12(g) for four years, and has consistently had $2.8 million in total assets and 450 shareholders. Company C files a certification pursuant to the amendments to Rule 12g-4 that it has fewer than 500 shareholders and has had total assets not exceeding $3 million on the last day of each of its last three fiscal years. Its registration is terminated and no further reports are made by Company C. Under the prior system, the company would have had to continue to be a reporting company since the number of shareholders exceeded 300 persons.
4. Company D has been registered and reporting under Section 12(g) for four years and has consistently had $2.8 million in assets and 450 shareholders. Company D does not file a certification regarding its asset size and shareholder number when Rule 12g-1 and amendments to Rule 12g-4 become effective. Instead it continues to file reports, due two months after the effective date of the rule and amendments. Shortly before the end of its fiscal year, the company determines that it does not wish to continue as a reporting company. It files a certification under the amendments to Rule 12g-4 and its registration is terminated, and it is relieved of its further reporting obligations.
5. Company E has been registered and reporting under Section 12(g) for two years. At the end of the second year, it had $2.8 million in assets and 450 shareholders. In prior years, Company E had less than $1 million in assets. Rule 12g-1 and amendments to Rule 12g-4 become effective. Company E has fewer than 500 shareholders and has had total assets not exceeding $3 million at the end of each of its last three fiscal years and, therefore, may file a Form 12g-4/15d-6 and terminate its registration.
The following examples illustrate the operation of the classification system under Section 15(d):
1. The amendment to Rule 15d-6 becomes effective. Company A registers securities on Form S-18. Pursuant to Section 15(d), Company A is required to file a Form 10-K for the fiscal year in which the registration statement was declared effective. At the beginning of its next fiscal year, Company A has more than 300 shareholders and, thus, must continue to be a reporting company. If Company A files three annual reports reflecting that the company has had under $3 million in assets for three consecutive fiscal years and Company A has under 500 shareholders at the beginning of its next fiscal year, then Company A could file Form 12g-4/15d-6 and its reporting duty under Section 15(d) would be suspended. Under the prior system, Company As reporting duty would not be suspended, since the number of shareholders exceeded 300 persons.
2. The amendment to Rule 15d-6 becomes effective. Company B registers securities on Form S-18. Company B files a Form 10-K for the fiscal year in which its Form S-18 became effective. On the first day of its next fiscal year Company B has 290 shareholders and had $2.8 million in assets for its latest fiscal year. Company Bs duty to report under the Exchange Act is suspended. At the beginning of its next year, Company B has $2.8 million assets and 301 shareholders. Company B must resume reporting. If on the first day of the following fiscal year Company B has under 500 shareholders and has continued to have total assets under $3 million it would be eligible to file a Form 12g-4/15d-6 and its duty to report would be suspended under Rule 15d-6(a)(2).
3. The amendment to Rule 15d-6 becomes effective. Company C registers securities on Form S-18. Company C files a Form 10-K for the fiscal year in which its Form S-18 became effective. On the last day of that fiscal year, it has $4 million in total assets and 600 shareholders. Company C must register under Section 12(g). If Company C subsequently has assets below $3 million for three consecutive fiscal years and has fewer than 500 shareholders, Company C could terminate its registration under Section 12(g) pursuant to Rule 12g-4(a)(2) and its reporting obligation also would be suspended under Section 15(d) pursuant to Rule 15d-6(a)(2).
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Text of Amendments
17 CFR Chapter II is amended as follows:
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934
1. By revising §240.12g-1 to read as follows:
§240.12g-1 Exemption from section 12(g).
An issuer shall be exempt from the requirement to register any class of equity securities pursuant to section 12(g)(1) if on the last day of its most recent fiscal year the issuer had total assets not exceeding $3,000,000.
2. By revising §240.12g-2 to read as follows:
§240.12g-2 Securities deemed to be registered pursuant to section 12(g)(1) upon termination of exemption pursuant to section 12(g)(2)(A) or (B).
Any class of securities which would have been required to be registered pursuant to section 12(g)(1) of the Act except for the fact that it was exempt from such registration by section 12(g)(2)(A) because it was listed and registered on a national securities exchange, or by section 12(g)(2)(B) because it was issued by an investment company registered pursuant to section 8 of the Investment Company Act of 1940, shall upon the termination of the listing and registration of such class or the termination of the registration of such company and without the filing of an additional registration statement be deemed to be registered pursuant to said section 12(g)(1) if at the time of such termination (i) the issuer of such class of securities has elected to be regulated as a business development company pursuant to sections 55 through 65 of the Investment Company Act of 1940 and such election has not been withdrawn, or (ii) securities of the class are not exempt from such registration pursuant to section 12 or rules thereunder and all securities of such class are held of record by 300 or more persons.
3. By revising §240.12g-4 to read as follows:
§240.12g-4 Certifications of termination of registration under section 12(g).
(a) Termination of registration of a class of securities shall take effect in 90 days, or such shorter period as the Commission may determine, after the issuer certifies to the Commission on Form 12g-4/15d-8 that: (1) the number of holders of record of such class of securities is reduced to less than 300 persons; on (2) the number of holders of record of such class of securities is reduced to less than 500 persons and the total assets of the issuer have not exceeded $3,000,000 on the last day of each of the issuers three most recent fiscal years.
(b) The issuers duty to file any reports required under section 13(a) shall be suspended immediately upon certification on Form 12g-4/15d-6. Provided, however, That if the certification on Form 12g-4/15d-6 is subsequently withdrawn or denied, the registrant shall, within 60 days after the date of such withdrawal or denial, file with the Commission all reports which would have been required to be filed had the certification on Form 12g-4/15d-6 not been filed. If the issuer had merged into, or consolidated with another issuer or issuers, the form shall be filed by the successor issuer. The form shall be filed in addition to any other report required to be filed with the Commission in connection with the number of holders of record:
§240.12h-1 Removed
4. By removing §240.12h-1.
§240.12h-2 Redesignated as §240.12h-1
5. By redesignating §240.12h-2 as §240.12h-1.
§240.12h-3 Redesignated as §240.12h-2
6. By redesignating §240.12h-3 as §240.12h-2.
7. By redesignating §240.12h-4 as §240.12h-3 and revising it to read as follows:
§240.12h-4 Redesignated as §240.12h-3 and Amended
§240.12h-3 Partial exemption from section 15(d) upon termination of registration under section 12.
(a) Except as provided under paragraph (b) of this section, the duty to file reports required by section 13(a) of the Act as to any class of securities pursuant to section 15(d) shall be immediately suspended as to such class of securities upon either: (1) the deregistration of such class of securities pursuant to section 12(d) if such class of securities would not thereupon be deemed registered pursuant to section 12(g), or the rules or regulations thereunder; or (2) the filing of a certification on Form 12g-4/15d-6 with respect to such class of securities; Provided, however, That if the certification on Form 12g-4/15d-6 is subsequently withdrawn or denied, the registrant shall, within 60 days after the date of such withdrawal or denial, file with the Commission all reports which would have been required to be filed had the certification on Form 12g-4/15d-6 not been filed.
(b) Notwithstanding paragraph (a) of this section, the duty to file reports required by section 13(a) of the Act as to any class of securities pursuant to section 15(d) shall not be automatically suspended unless the issuer has filed reports with the Commission with respect to its most recent three fiscal years.
(c) The suspension shall not be in effect for any subsequent fiscal year at the beginning of which securities of such class are held of record by 300 or more persons and are not exempt pursuant to Rule 15d-6(a)(2).
(d) All duties arising under section 15(d), other than the duty to file the reports required by section 13(a), shall remain in effect under paragraphs (b) and (c) of this section unless otherwise suspended under section 15(d).
8. By revising §240.15d-1 to read as follows:
§240.15d-1 Requirement of annual reports.
Every registrant under the Securities Act of 1933 shall file an annual report, on the appropriate form authorized or prescribed therefor, for the fiscal year in which the registration statement under the Securities Act of 1933 became effective and for each fiscal year thereafter, unless the registrant is exempt from such filing by section 15(d) of the Act or rules thereunder. Annual reports shall be filed within the period specified in the appropriate report form. At the time of filing the annual report, the registrant other than a person registered under the Public Utility Holding Company Act of 1935 or the Investment Company Act of 1940, shall pay to the Commission a fee of $250, no part of which shall be refunded.
9. By revising §240.15d-6 to read as follows:
§240.15d-6 Suspension of duty to file reports.
(a) The duty of any issuer to file reports pursuant to section 15(d) of the Act for any fiscal year shall be suspended if,
(1) At the beginning of such fiscal year, other than the fiscal year within which such registration statement under the Securities Act of 1933 became effective all securities of each class registered under the Securities Act of 1933 are held of record by less than 300 persons; or
(2) At the beginning of such fiscal year, other than the fiscal year within which a registration statement under the Securities Act of 1933 became effective and the succeeding two fiscal years, all securities of each class registered under the Securities Act of 1933 are held of record by less than 500 persons and on the last day of each of the issuers three most recent fiscal years total assets of the issuer have not exceeded $3,000,000.
(b) If the duty of any issuer to file reports pursuant to section 15(d) of the Act as to any fiscal year is suspended in accordance with paragraph (a)(1) or (2) of this section, such issuer shall, within 30 days after the beginning of the first such fiscal year, file a notice on Form 15d-6 informing the Commission of such suspension. If the suspension resulted from the issuers merger into, or consolidation with, another issuer or issuers, the notice shall be filed by the successor issuer. The notice shall be filed in addition to any other report required to be filed with the Commission in connection with the transaction or event giving rise to such suspension.
PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934
10. By revising §249.323 to read as follows:
§249.323 Form 12g-4, certification of termination of registration of a class of security under section 12(g) of the Act.
This form shall be filed by each issuer to certify that the number of holders of record of a class of security registered under section 12(g) of the Act is reduced to less than 300 persons or that the number of holders of record of a class of security registered under section 12(g) of the Act is reduced to less than 500 persons and the total assets of the issuer have not exceeded $3,000,000 on the last day of each of the issuers three most recent fiscal years. Registration terminates 90 days after the filing of the certificate or within such shorter time as the Commission may direct. Copies of this form may be obtained from the Commission on request.
Note.--A binomial form for use also in reporting on Form 15d-6.
11. By revising §249.333 to read as follows:
§249.333 Form 15d-6, for suspension of duty to file reports pursuant to section 15(d) of the Act.
This form shall be filed by each issuer required to file reports pursuant to section 15(d) of the Act, as a notification that the duty to file such reports is suspended because at the beginning of the fiscal year in which such reports would be required all securities of each class of such issuer registered under the Securities Act of 1933 are held of record by less than 300 persons or because all securities of each class registered under the Securities Act of 1933 are held of record by less than 500 persons and the total assets of the issuer have not exceeded $3,000,000 on the last day of each of the issuers three most recent fiscal years. This form shall be filed within 30 days after the beginning of such fiscal year to which it pertains. Copies of this form may be obtained from the Commission on request.
Note.--A binomial form for use also in reporting on Form 12g-4.
12. PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934. By revising the text of Form 12g-4/15d-6 to read as follows:
/SEC FILE NUMBER/
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATION PURSUANT TO RULE 12g-4 OR NOTICE PURSUANT TO RULE 15d-6 UNDER THE SECURITIES EXCHANGE ACT OF 1934
________________________________________
(See General Instructions on Reverse Side of Form. Please Print or Type.)
________________________________________
FULL NAME OF REGISTRANT
________________________________________
ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET, AND NUMBER, CITY, STATE, ZIP CODE)
________________________________________
PLEASE PLACE AN X IN THE APPROPRIATE BOX AND FURNISH ALL INFORMATION REQUIRED BY THE FORM
FORM 12g-4 CERTIFICATION TO TERMINATE REGISTRATION OF A CLASS OF SECURITY UNDER SEC. 12(g)
Title of Security covered by this certification __________
Approximate number of holders of record as of the certification
date __________ __________
(Record Holders) (Date)
Will registration under Sec. 12(g) remain in effect for any other class of equity security?
Yes
No
Will Section 15(d), subject to Rule 12h-4, become applicable because this class of securities has been offered pursuant to an effective Securities Act registration and the tests of Section 15(d) are met?
Yes
No
Please check the box corresponding to the provision under which this Form 12g-4 is being filed.
Holders of record below 300 persons.
Holders of record below 500 persons and total assets within the Rule 12g-4(a)(2) limits.
________________________________________
FORM 15d-6 - NOTICE OF SUSPENSION OF DUTY TO FILE REPORTS PURSUANT TO SEC. 15(d)
Title of Security covered by this notice __________
Approximate number of holders of record as of the beginning of the current fiscal year for which duty to file reports has been suspended
__________ __________
(Record Holders) (Date)
Please check the box corresponding to the provision under which this Form 15d-6 is being filed.
Holders of record below 300 persons.
Holders of record below 500 persons and total assets within the Rule 15d-6(a)(2) limits.
________________________________________
State below the date and nature of the transaction or event requiring or enabling the filing of this Form, including the name, address and fiscal year of any successor issuer:
Pursuant to the requirements of the Securities Exchange Act of 1934,
________________________________________
(Name of Registrant as Specified in charter). has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
DATE __________ BY __________
Instruction. The form may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.
1593 (4-82)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
GENERAL INSTRUCTIONS
1. This Form is required by Rule 12g-4 and Rule 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934, which state:
Rule 12g-4 Certifications of termination of registration under section 12(g).
(a) Termination of registration of a class of securities shall take effect in 90 days, or such shorter period as the Commission may determine, after the issuer certifies to the Commission on Form 12g-4/15d-6 that: (1) the number of holders of record of such class of securities is reduced to less than 300 persons; or (2) the number of holders of record of such class of securities is reduced to less than 500 persons and the total assets of the issuer have not exceeded $3,000,000 on the last day of each of the issuers three most recent fiscal years.
(b) The issuers duty to file any reports required under section 13(a) shall be suspended immediately upon certification on Form 12g-4/15d-6, Provided, however, that if the certification on Form 12g-4/15d-6 is subsequently withdrawn or denied, the registrant shall, within 60 days after the date of such withdrawal or denial, file with the Commission all reports which would have been required to be filed had the certification on Form 12g-4/15d-6 not been filed. If the issuer had merged into, or consolidated with another issuer or issuers, the form shall be filed by the successor issuer. The form shall be filed in addition to any other report required to be filed with the Commission in connection with the number of holders of record.
Rule 15d-6 Suspension of duty to file reports.
(a) The duty of any issuer to file reports pursuant to section 15(d) of the Act for any fiscal year shall be suspended if,
(1) At the beginning of such fiscal year, other than the fiscal year within which such registration statement under the Securities Act of 1933 became effective, all securities of each class registered under the Securities Act of 1933 are held of record by less than 300 persons; or
(2) At the beginning of such fiscal year, other than the fiscal year within which a registration statement under the Securities Act of 1933 became effective and the succeeding two fiscal years, all securities of each class registered under the Securities Act of 1933 are held of record by less than 500 persons and on the last day of each of the issuers three most recent fiscal years total assets of the issuer have not exceeded $3,000,000.
(b) If the duty of any issuer to file reports pursuant to section 15(d) of the Act as to any fiscal year is suspended in accordance with paragraph (a)(1) or (2) of this section, such issuer shall, within 30 days after the beginning of the first such fiscal year, file a notice on Form 15d-6 informing the Commission of such suspension. If the suspension resulted from the issuers merger into, or consolidation with, another issuer or issuers, the notice shall be filed by the successor issuer. The notice shall be filed in addition to any other report required to be filed with the Commission in connection with the transaction or event giving rise to such suspension.
2. Three copies of the form shall be filed with the Commission, one of which shall be manually signed. Copies not manually signed shall bear typed or printed signatures.
3. If the space provided on the form for setting forth the details of the transaction or event involving the decrease in the number of holders of record is insufficient, the complete answer should be prepared on a separate sheet and attached to the form. Reference thereto must be made on the form in the space provided for such details.
4. It should be noted that a company is required to file a notice on Form 15d-6 only for the first fiscal year in which the suspension is operative and not for each continuously successive fiscal year during which the suspension of the reporting requirements continues.
5. Any request for acceleration of the effective date of termination of registration under Section 12(g) and Rule 12g-4 shall be made in writing and filed with the Commission as a separate document and shall briefly describe the reasons therefore. Each request is considered on the basis of the facts and circumstances relevant to it.
1Release No. 34-18189 (October 27, 1981) 46 FR 52382 ("Proposing Release"). Prior to the proposals, the Commission published an advance notice of proposed rulemaking announcing that it was considering the advisability of classifying companies under the Exchange Act so that defined classes of smaller issuers might have modified reporting and other requirements. Release No. 34-16866 (June 13, 1980) 45 FR 40145.
2The Commission notes that the rules governing the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), an automated interdealer quotation system for over-the-counter securities, require that an issuer of securities registered for trading on NASDAQ must be a reporting company under the Exchange Act. Thus, a company which seeks to have its shares traded by means of NASDAQ must comply with the Exchange Act, regardless of whether the company may otherwise be exempt under the classification rules adopted herein. Presently, NASDAQ registration standards require that companies must have total assets of $2 million. See Release No. 34-18054 (August 21, 1981) 46 FR 4334. Thus, certain issuers with assets exceeding $2 million but less than $3 million may be eligible for NASDAQ registration even though they may be exempted from Exchange Act reporting requirements under the classification rules.
3The Commission also proposed, in conjunction with proposed Rule 12g-1, to rescind current Rule 12g-1 17 CFR 240.12g-1 which was promulgated in order to provide an orderly transition for affected companies to the amendments to the Exchange Act as enacted in the 1964 Securities Acts Amendments. See Release No. 34-7429 (September 30, 1964) 29 FR 13462.
4Footnote 11 of the Proposing Release stated that if the proposals were adopted, the deferral for small insurance companies of the effective date of the quarterly reporting requirements of Part I of Form 10-Q 17 CFR 240.308a as provided by Rules 13a-13(c)(1) 17 CFR 240.13a-13(c)(1) and 15d-13(g)(1) 17 CFR 240.15d-13(g)(1) would not have to be extended. Since the proposals were not adopted prior to the expiration of the existing deferral at the end of 1981, the Commission published Release No. 33-6370 (December 31, 1981) 46 FR 6354 to extend the deferral through calendar year 1982. Consequently, smaller life insurance companies not required to comply with Part 1 of Form 10-Q will be required to file full Form 10-Q reports beginning in calendar year 1983 unless they are able to terminate or suspend their reporting obligations under the amendments adopted today.
5The comment letters and a Summary of Comments (File No. S7-910) are available for public inspection and copying at the Commissions Public Reference Room, 1100 L Street, N.W., Washington, D.C. 20549.
6According to the DEPA calculations using Gross National Product price deflators, the general price level of the Gross National Product would indicate a $2.74 million 1981 figure for $1 million in 1964 dollars; the increase in the price level associated with the total fixed private, domestic investment would indicate a $2.94 million 1981 figure for $1 million in 1964 dollars; and the increase in the price level associated with total fixed private, domestic investment, excluding residential investment, would indicate a $2.83 million 1981 figure for $1 million in 1964 dollars.
7DEPA reviewed data in connection with issuers filing reports in 1979 and estimated that approximately 500 issuers would have fewer than 500 shareholders and less than $3 million in total assets.
8Section 2(a)(48) of the 1940 Act.
9Section 54(a) of the 1940 Act 15 U.S.C. 80a-53(a).
10Form N-54A 17 CFR 274.53.
1146 FR 19459.
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