On Sept. 5, the SEC adopted amendments to accelerate the filing of quarterly and annual reports under the Securities Exchange Act of 1934. Details are outlined below:
REFERENCE
Title
Acceleration of Periodic Report Filing Dates and Disclosure Concerning Website Access to Reports
File Number
S7-08-02
Release Number
33-8128
Complete Text
Complete text of the proposed rule
SUMMARY
Proposed Rule
Accelerates the filing of quarterly reports and annual reports under the Securities Exchange Act of 1934 by domestic reporting companies that:
Have a public float of at least $75 million;
Have been subject to the Exchange Act reporting requirements for at least 12 calendar months; and
Previously have filed at least one annual report.
Deadlines
Would shorten the filing deadlines for these companies:
The annual report deadline will remain 90 days for year one and change from 90 days to 75 days for year two and from 75 days to 60 days for year three and thereafter.
The quarterly report deadline will remain 45 days for year one and change from 45 days to 40 days for year two and from 40 days to 35 days for year three and thereafter.
Phase-in period begins for accelerated filers with fiscal years ending on or after Dec 15., 2002.
Disclosure of Web Access to Reports
Requires those companies to disclose in their annual reports:
Where investors can obtain access to company filings;
Whether the company provides access to its reports on Forms 10-K, 10-Q and 8-K on its Internet website;
Whether those reports are free of charge.
REACTION
Comments
James Markey, VP and Chief Counsel, Kellogg Company
Paul Griffin, Asst. Dean, Graduate School of Management, University of California (Davis)
Christopher Shean , SVP and Controller, Liberty Media
Robert Krakauer, SVP and CEO, ChipPAC, Inc.
Gerald Graves, CPA, Corporate Controller, Electronic for Imaging Inc.
Fredric A. Lawrence, CFO, Advanced Solutions International, Inc.
More comments
Your Input
Comments were to be sent to rule-comments@sec.gov by May 23, 2002 (expired).
Key Questions
Should the proposed filing periods be longer or shorter than proposed?
Would the proposal impose any significant costs on these companies? If so, what type and amount of costs?
Would auditors, audit committees and boards of directors have sufficient time to perform their review functions?
Is excluding small issuers appropriate? Is the need for timely information about these issuers greater than the additional burden or expense these issuers would incur due to the proposed new requirement?
Questions?
Jeffrey J. Minton, Special Counsel, at (202) 942-2910
Elizabeth M. Murphy, Chief, Office of Rulemaking, at (202) 942-2910
NOTE: Please note that this is a summary of an SEC proposal and should not be construed to be the most complete, timely or final rule. Please refer to the SEC's Web site for final rule information.
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