SEC has adopted rules applicable to shell companies

• Prohibits use of Form S-8 by shell companies
• Permits former shell companies to use Form S-8 once they become operating companies and meet other conditions
• Adds new Form 8-K Item 5.06 to require disclosure when companies cease to be shell companies

• Form 8-K Item 5.06

• Requires foreign shell companies to make similar disclosures on Form 20-F
• Adds a check-the-box to periodic reports
  for issuers to indicate whether they are a shell company
• SEC summary 12.01.05

A registrant that has no or nominal operations,
and either has:

• No or nominal assets
• Assets consisting solely of cash and cash equivalents, or
• Assets consisting of any amount of cash and cash equivalents and nominal other assets

• Excluding an asset-backed issuer

Rule 12b-2

Final release 33-8587 7.15.05

• SEC press release 7.01.05
• Proposal release 33-8407 4.21.04

Penny Stock Companies

Form 8-K Item 5.06