Client Alert
| January 2, 2008
The SEC Adopts Amendments to Forms S-3 and F-3 to Facilitate Smaller Company Access to Capital Markets
At its open meeting on December 11, 2007, the Securities and Exchange Commission (the “SEC”) adopted amendments (the “Amendments”) to the eligibility requirements of Form S-3 and Form F-3 under the Securities Act of 1933, as amended (the “Securities Act”). The SEC published the adopting release with the final text of the Amendments on December 19, 2007. The SEC adopted the Amendments substantially as proposed but with some modifications. The Amendments will allow eligible domestic and foreign private issuers (other than shell companies) that do not meet the current $75 million public float requirements of the forms to register primary offerings of their securities on the forms, subject to certain restrictions. The Amendments are intended to allow smaller companies to benefit from the greater flexibility and efficiency in accessing the public securities markets afforded by Form S-3 and Form F-3 without compromising investor protection. The Amendments will take effect on January 28, 2008.
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