SEC Release 33-7606a TOC

Table of Contents:

Top

I. Executive Summary

A. Registration System Reforms

1. Contents of Prospectuses

2. Timing of Registration

3. Underwriter Guidance

4. Small Business Issuers

B. Easing Restrictions on Communications

1. Issuer Communications

2. Safe Harbors for Research Reports

C. Prospectus Delivery Reforms

D. Public and Private Offering Flexibility

E. Periodic Reporting

II. History of Registration Under the Securities Act

A. Evolution of the Registration System

B. Review of the Capital Formation Process

1. Technological developments in the field of electronic

2. The gradual erosion of traditional distinctions between

3. Novel financing instruments, methods of capital-raising

4. Regulatory initiatives that reduce other market risks,

III. Recent Reform Initiatives

A. Task Force Report

B. The Advisory Committee on Capital Formation

C. The Commission's Concept Release

D. The National Securities Markets Improvement Act

IV. Scope of the Proposals

V. Proposals Altering the Securities Act Registration

A. Form B Offerings

1. How Form B Works

B. Form A Offerings

1. Structure of Form A

2. Timing of Form A Offerings

C. Applicability of Civil Liability Provisions to Offerings

E. Small Business Issuers

1. Small Business Issuers' System

2. Re-defining ''Small Business Issuer''

3. Proposed Changes to Form SB-2

4. Form SB-3

5. Small Business Issuers that Become Reporting Companies

F. MJDS Issuers

1. Its public float is (US) $75 million or more and the

2. The issuer's public float is (US) $250 million or more

G. Foreign Government Issuers

H. Exxon Capital Transactions

I. The Offset of Filing Fees and Other Technical Changes

J. Solicitation of Comments Regarding Offerings of Asse...

VI. Concurrent Exchange Act Registration

VII. Communications During the Offering Process

A. Issuer Communications Relating to a Registered Offer...

1. The Pre-Filing Period

B. Filing Under EDGAR

C. Technology Implications of the Communications Proposals

D. Research Reports 331

1. Proposals in Connection With Registered Offerings

2. Proposals and Interpretation in Connection With Regulation

3. Research and Proxy Solicitation

VIII. Prospectus Delivery

A. Congressional History

B. Commission History

C. Prospectus Delivery Proposals

1. Adequacy of Current Rules

2. Prospectus Delivery and Developments in Communications

3. Final Prospectus Delivery Exemption

4. Delivery of Preliminary Prospectus Information

5. Aftermarket Prospectus Delivery

6. Proposed Repeal of Rule 153

7. Record Keeping of Prospectus Delivery

IX. The Role of Underwriters

A. Legislative Shaping of the Underwriters' Role

B. Case Law Interpretation of the Underwriters' Role

C. Commission Interpretation of the Underwriters' Role

1. The type of issuer;

2. The type of security;

3. The type of person;

4. The office held when the person is an officer;

5. The presence or absence of another relationship to the

6. Reasonable reliance on officers, employees and other

7. For underwriters, the type of underwriting arrangement,

8. Where a fact or document is incorporated by reference,

D. Proposed Guidance on Underwriter Due Diligence

1. Whether the underwriter reviewed the registration

2. Whether the underwriter discussed the information

3. Whether the underwriter received a Statement on

4. Whether the underwriter received a favorable opinion

5. Whether the underwriter employed counsel that, after

6. Whether the underwriter employed and consulted a

E. Interpretation of the Guidance

F. Investment Grade Debt Offerings

G. Requests for Comment on the Proposed Guidance

H. Liability Safe Harbor

X. Integration of Registered and Unregistered Offerings

A. The Integration Doctrine

1. Are the offerings part of a single plan of financing?

2. Do the offerings have the same general purpose?

3. Are the offerings of the same class of securities?

4. Are the offerings being made at or about the same time?

5. Are the securities being sold for the same type of

B. Rule 152

C. Proposed Safe Harbors for Completed and Abandoned

1. Completed Offerings

2. Abandoned Offerings

D. Proposed Changes to Rule 477

XI. Proposals Relating to Exchange Act Disclosure

A. Annual and Quarterly Reports

1. Risk Factor Disclosure

B. Interim Reports on Form 8-K

1. Timely Disclosure of Annual and Quarterly Results of

2. Other Reporting Events

C. Signatures

1. Exchange Act Reports and Registration Statements

2. Securities Act Filings

D. Form 6-K Submissions

1. Discloses or is required to disclose under the laws

2. Files or is required to file with stock exchanges that

3. Distributes or is required to distribute to its

E. Solicitation of Comment Regarding Plain English in

XII. Staff Review Policy

A. Notification of Selection for Review

B. Voluntary Pre-Review of Filings

XIII. Request for Comments About Investment Company

A. Investment Company Issuers

B. Market Value Adjustment Contracts

XIV. Cost-Benefit Analysis

A. Impact on Investors

B. Impact on Issuers

C. Impact on Other Parties

XV. Initial Regulatory Flexibility Analysis

A. Reasons and Objectives for Proposed Action

B. Objectives and Legal Basis

C. Small Entities Subject to the Rules

D. Reporting, Recordkeeping, and Other Compliance Requirements

E. Significant Alternatives

F. Overlapping or Conflicting Federal Rules

XVI. Paperwork Reduction Act

XVII. General Request for Comments

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