SEC Release 33-8501 TOC

Table of Contents

I. Introduction

A. Overview of Todays Proposals

B. Background

1. Advances in Technology

2. Exchange Act Reporting Standards

II. Well-Known Seasoned Issuers; Other Categories of Issuers

A. Well-Known Seasoned Issuers

B. Other Categories of Issuers

III. Communications Proposals

A. Current Communications Requirements

B. Need for Modernization of Communications Requirements

1. General

2. Definition of Written Communications Requirements

C. Overview of Communications Proposals

D. Proposed Rules

1. Permitted Continuation of Ongoing Communications During

a. Regularly Released Factual Business and Forward

b. Regularly Released Factual Business Information

2. Other Permitted Communications Prior to Filing a Registration

a. 30-Day Bright Line Exclusion From the Prohibition on Offers

b. Permitted Pre-Filing Offers for Well-Known Seasoned Issuers

3. Relaxation of Restrictions on Written Offering Related

a. Rule 134

b. Permissible Use of Free Writing Prospectuses

c. Interaction of Communications Proposals with Regulation FD

4. Use of Research Reports

a. Current Regulatory Treatment of Research Reports

b. Proposals Amending Exemptions for Research

IV. Liability Issues

A. Information Conveyed by the Time of Sale for Purposes of

1. Rule 412

2. Relationship of Interpretation and Proposed Rule to Section

B. Issuer as Seller

V. Securities Act Registration Proposals

A. Overview of Proposals

B. Procedural Proposals

1. Procedural Changes Regarding Shelf Offerings

a. Overview

b. Information in a Prospectus

c. Changes to Form S-3 and Form F-3

2. Automatic Shelf Registration for Well-Known Seasoned Issuers

a. Overview

b. Automatic Shelf Registration Mechanics

3. Unseasoned Issuers and Non-Reporting Issuers

4. Elimination of Form S-2 and Form F-2

VI. Prospectcus Delivery Reforms

A. Current Prospectus Delivery Requirements

B. Prospectus Delivery Proposals

1. Access Equals Delivery

a. Proposals

b. Exceptions to the Proposals

c. Notification

2. Confirmations and Notices of Allocations

3. Transactions Taking Place on an Exchange or Through a

4. Aftermarket Prospectus Delivery Rule 174

VII. Additional Exchange Act Disclosure Proposals

A. Risk Factor Disclosure

B. Disclosure of Unresolved Staff Comments

C. Disclosure of Status as Voluntary Filer Under the Exchange

VIII. Application of Proposals to Asset-Backed Securities

IX. General Request for Comment

X. Paperwork Reduction Act

A. Background

B. Summary of Information Collections

C. Disclosure of Status as Voluntary Filer Under the Exchange

1. Exchange Act Periodic Reports and Registration Statements

2. Communications and Prospectus Delivery

3. Securities Act Registration Statements

D. Request for Comment

XI. Cost Benefit Analysis

A. Background

B. Summary of Proposals

1. Communications

2. Securities Act Registration Amendments

3. Prospectus Delivery

4. Exchange Act Reports

C. Benefits

1. Increased Information Flow

2. Investor Protection

3. Facilitating Capital Formation

4. Reduced Regulatory Uncertainty

5. Lower Costs

D. Costs

1. Compliance Costs

2. Potential for Increased Liability

3. Research Reports

4. Other Potential Costs

E. Request for Comment

XII. Consideration of Burden on Competition and Promotion

XIII. Initial Regulatory Flexibility Act Analysis

A. Reasons for the Proposed Action

B. Objectives

C. Legal Basis

D. Small Entities Subject to the Proposed Rules

E. Reporting, Recordkeeping and Other Compliance...

F. Duplicative, Overlapping or Conflicting Federal Rules

G. Significant Alternatives

H. Solicitation of Comment

XIV. Small Business Regulatory Enforcement Fairness Act

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