SEC categorizes issuers for Exchange Act purposes

• Classification affects when periodic reports are due

An issuer is either a:

• Large accelerated filer
• Accelerated filer
• Non-accelerated filer

SEC has a separate parallel scheme for Securities Act

• An issuer is either a

• Well-known seasoned issuer  "WKSI"
• Seasoned issuer
• Unseasoned issuer
• Non-reporting issuer

• Classification affects when periodic reports are due

• See Issuer Categories - Securities Act

SEC made changes effective 12.27.05

• Final release summary Rel 33-8644
• Created new category Large accelerated filers
• Made changes to periodic filing deadlines

• SEC press release Item 3  12.14.05 

SEC delays accelerated periodic reporting

• Final rule release 12.21.05 

Changes to definition of accelerated filer

Rule 12b-2

Generally applies to Exchange Act reporting companies
with public float of $700 million or more

• Required to file their Form 10-K annual reports and
  Form 10-Q quarterly reports earlier than other issuers

• Status determined as of the last business day of the registrant's most recently completed second fiscal quarter

• Must indicate status by checking box
  on Form 10-K / Form 10-Q

Rule 12b-2

• SEC summary of definition
• SEC summary
• SEC summary

Generally applies to Exchange Act reporting companies
with public float of $75 million or more

• Required to file their Form 10-K annual reports and
  Form 10-Q quarterly reports earlier than other issuers

• Status determined as of the last business day of the registrant's most recently completed second fiscal quarter

• Must indicate status by checking box
  on Form 10-K / Form 10-Q

Status determined as of the last business day of the registrant's most recently completed second fiscal quarter

• Must indicate status by checking box
  on Form 10-K / Form 10-Q

Aggregate market value of a company's outstanding voting and non-voting common equity (i.e. market capitalization) minus the value of common equity held by affiliates of the company

• Common equity is defined as any class of common stock or an equivalent interest, including but not limited to a unit of beneficial interest in a trust or limited partnership interest

• Affiliate status is determined in accordance with SEC guidance regarding affiliate status generally

Form 10-K

Form 10-Q

SEC delays accelerated periodic reporting

• SEC press release Item 3  12.14.05
• Final rule release  12.21.05 

Changes to definition of accelerated filer

Accelerated filers must disclose any unresolved written comments made by the SEC staff

• See SEC Staff Comment Letters

Final release 33-8644 2005

• Created new category Large accelerated filers
• Made changes to periodic filing deadlines
• Background I
• Proposed amendments II
• Final amendments III

• Amended filing deadlines III.A
  ◊ Accelerated filers III.A.1
  ◊ Large accelerated filers III.A.2
  ◊ 10-K deadline for large accelerated filers III.A.3
  ◊ 10-Q deadline for large accelerated filers III.A.4
  ◊ Other comments III.A.5
• Exit from status III.B
• Other amendments III.C
• Compliance dates III.D

• Text of amendments IX
• Proposal release 33-8617 2005

• Comment letters

Changes to definition of accelerated filer

Final Release 33-8128 2002

• Accelerated filing of quarterly and annual reports
  by accelerated filers to be phased in over three years
• Proposal release 33-8089 2002

• Comment letters

SEC Exemptive Order 2004

• Granted smaller accelerated filers additional time for
  FY 2004 internal control compliance

Final Release 33-8507 2004

• Postpones phase-in of accelerated reporting requirement
  for one year

• Proposal release 33-8477 2004

• Comment letters

Form 10-K

Form 10-Q

Issuer Categories - Securities Act