United States: How´s That Again? SEC Clarifies Rules Governing Timeliness Of Financial Information In Reports By Accelerated Filers

In response to growing concerns over an ambiguity in Regulation S-X, the SEC issued new rules on April 8, 2003 that clarify the phase-in periods governing the timeliness of interim financial statements by accelerated filers in their Securities Act and Securities Exchange Act filings.

Under the new rules, "accelerated filers," as defined in Exchange Act Rule 12b-2, must update certain unaudited financial information included in, among other things, Securities Act registration statements and in proxy statements and Section 14(c) information statements that are filed or become effective more than 134 days after the end of the registrant's fiscal year. This period decreases to 129 days for fiscal years ending after Dec. 15, 2003 and 124 days for years ending after Dec. 15, 2004. These updates typically require the filing of an unaudited interim balance sheet and, in some cases, unaudited interim statements of income and cash flows, which are dated:

• Within 135 days before the filing for fiscal years ending after Dec. 15, 2002 and before Dec. 15, 2003;
• Within 130 days before the filing for fiscal years ending after Dec. 15, 2003 and before Dec. 15, 2004;
• Within 125 days before the filing for fiscal years ending after Dec. 15, 2004.

For all filers other than accelerated filers, these interim financial statements must be dated within 135 days before the filing.

In promulgating these rules, the SEC eliminated an earlier incongruity between the phase-in period for rules governing timeliness of interim financial information in registration statements, proxy statements, and other filings and the phase-in period applicable to the filing of quarterly financial information on Form 10-Q.

The text of the new rules is available on the SEC's website at http://www.sec.gov/rules/final/33-8128a.htm. If you have questions regarding these rules or their implications for your company, please contact a Davis Wright Tremaine corporate finance attorney.

This Corporate Finance News Brief is a publication of the Business Transactions/Corporate Finance Group of Davis Wright Tremaine LLP. Our purpose in publishing this News Brief is to inform our clients and friends of developments in business, corporate finance and securities laws. It is not intended, nor should it be used, as a substitute for specific legal advice as legal counsel may only be given in response to inquiries regarding particular situations.