December 11 SEC Open Hearing to Approve Form S-3 Availability

The SEC has announced that there will be an open hearing of the Commission on Tuesday, December 11 at 10 am with the following agenda items included:

1. The Commission will consider whether to adopt amendments to the eligibility requirements of Form S-3 and Form F-3 of the Securities Act of 1933 to allow companies that do not meet the current public float requirements of the forms to nevertheless register primary offerings of their securities, subject to certain restrictions, including the amount of securities those companies may sell pursuant to the expanded eligibility standard in any one-year period.

2. The Commission will consider whether to adopt amendments to mandate electronic filing of Form D and revise the information requirements of that form. Form D is a notice required to be filed by companies that have sold securities without registration under the Securities Act of 1933 based on a claim of exemption under Regulation D or Section 4(6) of the Act. Form D filings are also required by most states.

The first item is much more important than the second. It is the other major linchpin in the SEC's response to the work of its Advisory Committee on Smaller Public Companies (the other being the changes to Rule 144). Allowing smaller public companies to have "shelf" registrations to issue shares that are immediately tradeable is a major step forward in giving these issuers some of the benefits that have always been available to larger companies.

I'm looking forward to hearing how the final proposal will be shaped.