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.