SEC Adopts Changes to Accelerated Filer Deadlines

At its open meeting on December 14, 2005, the SEC approved rule amendments to limit the final phase-in of the accelerated filing deadline for Form 10-K to large accelerated filers and eliminate further acceleration of the filing deadline for Form 10-Q. The SEC also postponed the application of the Form 10-K accelerated filing deadline to large accelerated filers for one year. The full SEC release (including the text of the rule amendments) is not yet available. This summary is based on remarks made at the open meeting and the SEC’s press release (which is attached).

Under the rule amendments:

· “Large accelerated filers” – a new class of issuer with a public float of $700 million or more that meets the other conditions for accelerated filer status – will remain subject to the acceleration of the deadline for annual reports on Form 10-K to 60 days after fiscal year end (as opposed to the current 75-day deadline). However, the SEC has extended the compliance date by one year. The 60-day filing deadline will apply beginning with fiscal years ending on or after December 15, 2006.

· The 60-day Form 10-K filing deadline will not apply to accelerated filers with a public float of less than $700 million. Form 10-K reports by these issuers would remain due 75 days after fiscal year-end. The rule amendments conform the definition of “accelerated filer” to exclude issuers with a public float of $700 million or more.

· The scheduled acceleration of the Form 10-Q filing deadline to 35 days after quarter-end has been abandoned. The Form 10-Q filing deadline will remain 40 days for both accelerated filers and large accelerated filers.

The rule amendments also make it easier to exit accelerated filer status. Under current rules, an accelerated filer remains such until it becomes eligible to file on Forms 10-KSB and 10-QSB (essentially, if it is a “small business issuer” with a public float of less than $25 million for two consecutive fiscal years). Under the rule amendments, an accelerated filer will exit that status if its public float drops below $50 million (compared to $25 million in the initial proposal). Similarly, a large accelerated filer will exit that status if its public float drops below $500 million (compared to $75 million in the initial proposal).

The rule amendments do not affect filing deadlines for annual and quarterly reports by companies that are not accelerated filers or large accelerated filers or for annual reports of foreign private issuers.

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