SEC Open Meeting: December 11, 2007

Overview

SEC acts on the following matters

Adoption of amendments to eligibility requirements of Form S-3 and Form S-4
Adoption of amendments to mandate electronic filing of Form D and revise the information requirements of Form D
Publish of concept release to solicit public comment concerning possible revisions to the oil and gas reserves disclosure requirements

PCAOB Annual Budget
and Accounting Support Fees Item 1

Deleted from agenda on 12.11.07

Form S-3 / Form F-3
Eligibility Requirements Item 2

Approval of final rules, as proposed, to eliminate public float requirement

Companies with less than $75 million in public float can register primary offerings on Form S-3 and Form F-3 so longs as they
Meet other eligibility conditions
Are not shell companies
Have class of common equity securities listed on national securities exchange
And do not sell more than 1/3 of their public float in primary offerings under new instructions in 12-month period

See also SEC Guide with regard to eligibility of Smaller Companies to use Form S-3 or Form F-3 for primary offereings 1.28.08

Electronic Filing and Revision of Form D Item 3

Approval of final rules to mandate electronic filing of Form D and revise information requirements of Form D

Phase-in period will begin 9.15.07
Mandatory electronic filing will begin on 3.16.07
Filed through an online filing system that would be accessible from any computer with Internet access
Filed information would be available on the SEC website
Amendments to revise and update information requirements of Form D will become effective 9.15.07

Commentary

Oil and Gas Reserves
Disclosure Requirements Item 4

Concept release to solicit public comment on revisions to oil and gas reserves disclosure requirements

Whether SEC should revise proved reserves definition, including criteria used to assess and measure proved reserves
How new technologies impact definition of proved reserves and how rule changes could accommodate future technological innovation

Whether rules should permit other categories of resources to be disclosed
Whether rules should require third party verification of reserves estimates companies report in filings

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