The SEC updated Compliance and Disclosure Interpretations ("C&DIs") related to Regulation S-K and several rules and forms under the Exchange Act.
Regarding Regulation S-K, the SEC staff advised that, under certain circumstances, a company can be an "accelerated filer" and a "smaller reporting company" at the same time (see Question 102.01). The SEC staff noted that if a reporting company determines that it does not qualify as a smaller reporting company for a particular year, the company will be able to qualify when making a subsequent annual determination if its public float or annual revenues decrease below certain thresholds (see Question 102.02). In addition, SEC staff stated, an issuer should include all revenues on a consolidated basis when calculating to see if the issuer qualifies as a smaller reporting company, as defined in Regulation S-K Item 10(f)(1)(ii). Questions 110.01 and 133.09 were withdrawn.
With respect to Exchange Act rules, Questions 130.04, 169.01, 169.02 and 169.03 were withdrawn. As for the Exchange Act forms, SEC staff provided guidance as to when an issuer can use the disclosure permitted for smaller reporting companies in a definitive proxy statement (see Question 104.13).
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