Proposed Changes to Periodic Report Filing Deadlines and to the Definition of "Accelerated Filer"

On September 21, 2005, the SEC proposed amendments to certain of its periodic reporting filing deadlines and to the definition of "accelerated filer."  The proposals would, if adopted:

• create a new category of company called "large accelerated filer," for companies with a "public float" of $700 million or more;
• revise the definition of "accelerated filer" to include only those companies with a "public float" between $75 million and $700 million;
• maintain the unnamed category of smaller companies with a "public float" of less than $75 million; 
• require only "large accelerated filers" to meet the currently scheduled 60‑day Form 10‑K and maintain the 40‑day (instead of the currently scheduled 35-day) Form 10‑Q deadlines for periodic reports for fiscal years ending on or after December 15, 2005;
• provide that "accelerated filers" shall continue to meet the current 75‑day Form 10‑K and the 40‑day Form 10‑Q deadlines for reports for fiscal years ending on or after December 15, 2005 (eliminating any future requirement for "accelerated filers" to meet 60‑day Form 10‑K and 40‑day Form 10‑Q deadlines); and
• provide an earlier date for "exiting" from "accelerated filer" and "large accelerated filer" status to permit:
• • an "accelerated filer" with less than $25 million public float at the end of its second fiscal quarter to exit the "accelerated filer" status at the end of that fiscal year (regardless of its public float at the end of that year); and
  • a "large accelerated filer" with less than $75 million public float at the end of its second fiscal quarter to exit the "large accelerated filer" status at the end of that fiscal year (regardless of its public float at the end of that year). 

The full text of the SEC’s release can be found at http://www.sec.gov/rules/proposed/33-8617.pdf.