SEC Flash Report - January 2016

January 2016

SEC Issues Interim Final Rules Implementing FAST Act Provisions

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On January 13, the SEC issued interim final rules to implement certain securities law amendments which were part of the Fixing America’s Surface Transportation (FAST) Act.1 The adopting release is available here on the
SEC’s website.

These rules:
  • Revise the general instructions to Form S-1 and Form F-1 to reflect one of the FAST Act’s self-executing changes which permits an emerging growth company conducting an initial public offering to omit historical periods from its financial statements if it reasonably expects that such periods will not be required at the time of the offering.2 The preliminary prospectus distributed to investors must contain all financial information required by Regulation S-X.
  • Revise Item 12 of Form S-1 (and make a conforming change to Item 512(a) of Regulation S­K) to permit a smaller reporting company to forward incorporate information by reference. Only smaller reporting companies that are not blank check companies, shell companies (other than business combination related shell companies) or issuers in offerings of penny stock are eligible to take advantage of this provision.
The self-executing changes discussed in the first bullet above have already taken effect. The rules above become effective when they are published in the Federal Register. The SEC is soliciting feedback on whether the amendments should be extended to other registrants or other forms.  The comment period will remain open for 30 days following the date these rules are published in the Federal Register.

For questions related to matters discussed above, please contact Jeffrey Lenz or Paula Hamric.

1 Further information on the FAST Act can be found here in a BDO Flash Report.
2 Applies to confidentially submitted and filed registration statements.