Phase Two Recommendations of Task Force on Disclosure Simplification

Federal RegisterJun 14, 1996

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SUMMARY: After considering certain of the recommendations contained in

the Report of the Task Force on Disclosure Simplification, the

Commission now proposes to eliminate two forms and one rule that may no

longer be necessary or appropriate for the protection of investors. The

Commission also proposes to add one rule, and to amend nine rules and

17 forms in order to eliminate unnecessary requirements and to

streamline the disclosure process.

DATES: Comments should be submitted on or before July 29, 1996.

ADDRESSES: All comments concerning the rule proposals should be

submitted in triplicate to Jonathan G. Katz, Secretary, U.S. Securities

and Exchange Commission, Mail Stop 6-9, 450 Fifth Street NW.,

Washington, DC 20549. Comments also may be submitted electronically at

the following E-mail address: [email protected]. All comment

letters should refer to File Number S7-15-96; this file number should

be included on the subject line if E-mail is used. Comment letters will

be available for inspection and copying in the public reference room at

the same address. Electronically submitted comment letters will be

posted on the Commission's Internet web site (http://www.sec.gov).

FOR FURTHER INFORMATION CONTACT: Felicia H. Kung, Division of

Corporation Finance, at (202) 942-2990.

SUPPLEMENTARY INFORMATION: After considering certain of the

recommendations of the Task Force on Disclosure Simplification, the

Commission today is proposing the amendment of Rule 401,1 Rule

424,2 Rule 462,3 Rule 463 4 and Rule 503 5 under

the Securities Act of 1933 (``Securities Act'').6 The Commission

also is proposing the elimination of Rule 507 7 under the

Securities Act. Amendments are being proposed to the following

Securities Act forms: Form SB-1,8 Form SB-2,9 Form S-

1,10 Form S-3,11 Form S-11,12 Form S-4,13 Form F-

1,14 Form F-3,15 Form F-4 16 and Form D.17 In

addition, the Commission proposes the elimination of Form SR 18

under the Securities Act and Form 8-B 19 under the Securities

Exchange Act of 1934 (``Exchange Act'').20 The Commission proposes

to add Rule 12a-8 21 under the Exchange Act. In addition,

amendments are being proposed to the following Exchange Act rules and

forms: Rule 12d1-2,22 Rule 12g-3,23 Rule 15d-5,24 Form

8-A,25 Form 20-F,26 Form 10-Q,27 Form 10-QSB,28

Form 10-K,29 and Form 10-KSB.30 Amendments also are being

proposed to the following rule and form applicable to investment

companies: Rule 497 under the Securities Act 31 and Form N-2

32 under the Investment Company Act of 1940.33

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\1\ 17 CFR 230.401.

\2\ 17 CFR 230.424.

\3\ 17 CFR 230.462.

\4\ 17 CFR 230.463.

\5\ 17 CFR 230.503.

\6\ 15 U.S.C. 77a et seq.

\7\ 17 CFR 230.507.

\8\ 17 CFR 239.9.

\9\ 17 CFR 239.10.

\10\ 17 CFR 239.11.

\11\ 17 CFR 239.13.

\12\ 17 CFR 239.18.

\13\ 17 CFR 239.25.

\14\ 17 CFR 239.31.

\15\ 17 CFR 239.33.

\16\ 17 CFR 239.34.

\17\ 17 CFR 239.500.

\18\ 17 CFR 239.61.

\19\ 17 CFR 249.208b.

\20\ 15 U.S.C. 78a et seq.

\21\ 17 CFR 240.12a-8.

\22\ 17 CFR 240.12d1-2.

\23\ 17 CFR 240.12g-3.

\24\ 17 CFR 240.15d-5.

\25\ 17 CFR 249.208a.

\26\ 17 CFR 249.220f.

\27\ 17 CFR 249.308a.

\28\ 17 CFR 249.308b.

\29\ 17 CFR 249.310.

\30\ 17 CFR 249.310b.

\31\ 17 CFR 230.497.

\32\ 17 CFR 239.14 and 274.11a-1.

\33\ 15 U.S.C. 80a-1 et seq.

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I. Background

On March 5, 1996, the Task Force on Disclosure Simplification

(``Task Force'') presented its Report (``Task Force Report''),34

which recommended the elimination or modification of many rules and

forms, and proposed suggestions for simplifying significant aspects of

securities offerings. In conjunction with the publication of the Task

Force Report, the Commission proposed for public comment the

elimination of 45 rules and four forms. Most of these proposals are

being adopted today in a separate release.35

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\34\ The Task Force Report is available for inspection and

copying in the Commission's public reference room. The Report also

is posted on the Commission's Internet web site (http://

www.sec.gov). Persons interested in commenting on the Report may do

so by referring to File No. S7-6-96 and, as noted above, submitting

comments in paper or electronically.

\35\ See Release No. 33-7300 (May 31, 1996).

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After further consideration of the Task Force recommendations, the

Commission now is proposing for public comment the further elimination

of two forms and one rule. The Commission also is proposing to add one

rule, and to amend nine rules and 17 forms in order to simplify and

improve the disclosure process.

The Commission's issuance of these proposals does not reflect its

views on the merits of the remaining recommendations in the Task Force

Report that it has not yet considered. As it further considers other

recommendations made in the Task Force Report, the Commission

anticipates making other proposals aimed at streamlining the disclosure

process.

The Commission's principal proposals contained in this release are

as follows:

The Form D federal filing requirement would be

eliminated for the Regulation D 36 and Section 4(6) 37

exemptions, although Form D itself would be retained;

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\36\ 17 CFR 230.501 through 17 CFR 230.508.

\37\ 15 U.S.C. 77d(6).

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Form SR, the use of proceeds report for initial public

offerings, would be eliminated, and the information currently required

by Form SR would be required in Exchange Act periodic reports;

Form 8-B, which pertains to the registration of the

securities of successor issuers, would be eliminated;

The Securities Act registration forms would be amended

to permit issuers to register concurrently a public offering under the

Securities Act and a class of securities under the Exchange Act by

filing a single form that would cover both registrations;

Form 8-A, the short-form Exchange Act registration

statement, would be amended to provide automatic effectiveness for all

securities that are registered on that Form, as currently is the case

for exchange-listed debt securities; and

Post-effective amendments to Securities Act

registration statements filed solely to add exhibits would become

effective automatically upon filing.

[[Page 30406]]

II. Forms

A. Form D

The Commission currently requires the filing of Form D by an issuer

that engages in an unregistered offering of its securities in reliance

on an exemption under Regulation D or Section 4(6) of the Securities

Act. For each claimed exempt offering, an issuer must file a Form D

with the Commission no later than 15 days after the first sale of

securities. Form D requires the issuer to disclose basic information

concerning the identity of the issuer and the offering, including the

exemption being claimed and information regarding the offering price,

number of investors, expenses, and use of proceeds. An issuer also may

use the Form to give notice to state securities regulators of its

reliance on the Uniform Limited Offering Exemption (``ULOE'') 38

for its securities offering exemption in states that have adopted ULOE

and Form D.

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\38\ See NASAA Rep. (CCH) para. 6201. The North American

Securities Administrators Association, Inc. (``NASAA'') adopted the

ULOE in 1983 to provide a model blue sky exemption for certain

offers or sales of securities that are sold in compliance with Rules

505 and 506 of Regulation D under the Securities Act. The purposes

of the ULOE are two-fold: to create a state limited offering

exemption that is compatible with federal exemptions and to create a

uniform exemption that could be adopted by the states.

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The Commission proposes to amend Form D to eliminate the federal

requirement that issuers file Form D when relying on the Regulation D

or Section 4(6) exemptions.39 A Form D typically provides only

minimal information about the issuer and the offering. Moreover, the

Commission does not require an issuer to file a notice when making

offerings under certain other exemptions from Securities Act

registration, such as an intrastate offering under the Rule 147 safe

harbor.40 Certain information regarding unregistered sales,

similar to that provided in Form D, is currently required by Item 701

of Regulation S-K,41 which applies to an issuer registering an

initial public offering or other offering of securities on Form S-1, as

well as to a foreign private issuer registering an offering of

securities on Form F-1. Small business issuers are required to disclose

similar information pursuant to the requirements of Form SB-1 and the

requirements of Item 701 of Regulation S-B,42 which applies to

offerings registered on Form SB-2.43

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\39\ In 1994, 7,494 filings on Form D were made. From January

through October 1995, 6,066 filings were made.

\40\ 17 CFR 230.147. See also 15 U.S.C. 77c(a)(11).

\41\ 17 CFR 229.701.

\42\ 17 CFR 228.701.

\43\ The Commission has proposed to require disclosure requiring

unregistered sales on a quarterly basis, including information about

sales pursuant to Regulation D. See Release No. 33-7189 (June 27,

1995) (60 FR 35656).

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Although the additional information provided in Form D is of

minimal usefulness for federal purposes, the Commission notes that many

states appear to find that Form useful. The Commission recognizes that

a single federal form has obviated the need for multiple state forms

for the purposes of ULOE. Thus, the Form has had the effect of creating

a uniform state approach to ULOE notifications.

As a result, the Commission proposes to retain Form D, but to

eliminate the Form D filing requirement for the Regulation D and

Section 4(6) exemptions. The Commission proposes to amend Rule 503,

which sets forth the notice filing requirement for issuers claiming a

Regulation D exemption, to require issuers to prepare and retain the

Form D notice after the first sale of securities. As proposed, Form D

would be required to be retained by the issuer in its records for at

least three years after the first sale of securities made in reliance

on Regulation D, subject to possible inspection by the Commission's

staff. Since the requirement to file Form D would be rescinded, the

Commission proposes to eliminate Rule 507, which provides that an

issuer is ineligible to claim a Regulation D exemption if it has

previously been subject to a court order for failing to comply with the

notice requirement of Rule 503. The Commission looks forward to working

with NASAA in reconciling differing federal and state regulatory needs

with respect to Form D.

Comment is requested as to whether Form D is useful to investors

and issuers. Should Form D be rescinded altogether? Does Form D provide

information that would not otherwise be available in other disclosure

documents? Should the Commission require issuers to prepare and retain

Form D only if they are required to file the Form for state securities

law purposes? Rather than require the preparation of the Form at all,

should the Commission require issuers to have available upon request by

the Commission or its staff the information currently contained in Form

D for a three-year period? Would the elimination of the Form D filing

requirement for Regulation D purposes hinder the securities offering

exemption program in those states that have adopted ULOE and Form D?

Are there any states that require a Form D in Rule 504 offerings and is

it necessary to maintain a Form D recordkeeping requirement for

offerings pursuant to Rule 504? Should Form D be revised to reflect its

primary usefulness for state regulatory purposes, and if so, how? Is a

recordkeeping requirement for Form D reasonable, and if so, would a

shorter period, e.g., one year or two years, or longer period, e.g.,

five years, be more appropriate?

The Commission solicits comment on whether Form D should be

eliminated for Regulation D purposes, but retained for the purposes of

Section 4(6). If Form D is retained for Section 4(6) purposes, should

issuers be required only to prepare and retain, rather than file, the

Form?

If the proposal to require quarterly disclosure of unregistered

sales is adopted, would this adequately substitute for the information

provided by Form D with respect to issuers required to file reports

with the Commission? Would this create an information gap with respect

to non-reporting issuers? Should Form D be eliminated only if the

Commission adopts this proposal?

B. Form SR

Rule 463 under the Securities Act requires issuers to report on

Form SR the use of proceeds following an initial public offering within

ten days of the first three months following the effective date of the

registration statement, and every six months thereafter, until the

later of the termination of the offering or the application of all the

offering proceeds.44 The Commission proposes to eliminate Form SR

in favor of requiring first-time issuers to report the use of proceeds

in their first periodic Exchange Act report (quarterly report or annual

report, whichever is filed first) after effectiveness, and thereafter

in their periodic Exchange Act reports through the later of the

application of the proceeds or the termination of the offering.

Although this proposal would increase the frequency with which domestic

issuers would report this information, the consolidation of disclosure

requirements would facilitate reporting by registrants by reducing the

number of forms they would be required to file to satisfy their

substantive reporting obligations. Furthermore, these important

disclosures regarding the use of proceeds and the progress of the

offering would appear within a

[[Page 30407]]

filing that is more commonly monitored by investors, and would further

the integrated disclosure scheme.

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\44\ In 1994 and 1995, 2,103 and 1,635 such filings were made,

respectively.

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The Commission proposes to amend Rule 463 to reflect the proposed

changes. In addition, the Commission proposes to amend the periodic

reporting forms under the Exchange Act (Forms 10-Q, 10-QSB, 10-K, and

10-KSB) by adding a disclosure item that would require all of the

information currently required by Form SR.45 Of course, the

disclosure would continue to be required only of first-time issuers.

Comment is solicited on whether the disclosure requirement should

instead be placed in Regulations S-K and S-B, with the periodic

reporting forms referring to that disclosure item.

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\45\ The proposed amendments to these forms assume that the

Commission's rule proposal pertaining to disclosure of Item 701 of

Regulations S-K and S-B information on a quarterly basis (see n.43

above) is adopted before these proposed amendments are adopted. As

currently contemplated, the use of proceeds information would appear

as a separate item in the periodic report immediately following the

Item 701 information. If the Item 701 rule proposal is not adopted

before the amendments proposed today, corresponding changes would be

made to the item designations within the amended forms.

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The Commission also proposes to amend Form 20-F, the Exchange Act

annual report form applicable to foreign private issuers,46 to

require disclosure of the use of proceeds information currently

contained in Form SR. Foreign private issuers, unlike domestic issuers,

are not required to file Exchange Act periodic reports on Forms 10-Q or

10-KSB, but are required to submit to the Commission the periodic

reports prepared in accordance with home jurisdiction requirements. As

a result of the Commission's proposal, foreign private issuers would be

reporting the use of proceeds information on an annual, rather than

quarterly, basis. Comment is requested as to whether it is appropriate

to permit foreign private issuers to report use of proceeds information

on a less frequent basis than domestic issuers. Should Form SR be

retained for foreign private issuers? If so, should the Form be

retained for domestic issuers as well? In light of requirements under

Form 20-F under which most information relating to transactions with

affiliates is based on home country disclosure requirements, should

foreign private issuers continue to be required to disclose separately

the use of proceeds with respect to direct or indirect payments to

directors, officers or general partners or their associates, to persons

owning ten percent or more of the issuer's equity securities and other

affiliates of the issuer or should such requirement be eliminated

(whether Form SR is retained for foreign private issuers or not)?

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\46\ ``Foreign private issuer'' is defined in Exchange Act Rule

3b-4(c) (17 CFR 240.3b-4(c)).

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Comment is requested as to whether the filing of a separate Form SR

continues to serve a useful purpose, or whether reliance on Exchange

Act reporting obligations would protect sufficiently the interests of

investors. Would the proposal unduly burden the periodic reporting

responsibilities of issuers by requiring the reporting of use of

proceeds information on a quarterly basis rather than on a semi-annual

basis, as is currently the case?

It is possible that an issuer would have its Exchange Act reporting

obligation terminate prior to the application of all proceeds from its

initial public offering. Comment is requested as to the need for

continued disclosure in this situation.

The proposed amendments to the Exchange Act periodic reports

require disclosure of the amount of the issuer's net offering proceeds

used for any purpose for which at least five percent of the issuer's

total proceeds or $50,000, whichever is less, has been used. This

reflects the current Form SR requirement. Comment is solicited as to

whether the five percent and $50,000 threshold figures, which were set

in 1971, should be retained or raised to ten percent, or $75,000 or

$100,000, respectively, to reflect inflation. Irrespective of the

threshold levels used, should the requirement be the greater of five

percent or $50,000 (or whatever the threshold figures may be)? In

addition, comment is solicited as to whether the periodic forms should

be amended as proposed to include all of the current Form SR

disclosure, including the information requirement regarding offerings

that terminate without any sales, or whether any such disclosure

currently required in Form SR should be eliminated.

C. Form 8-B

The Commission proposes to eliminate Exchange Act Form 8-B,

regarding registration of securities of successor issuers, because

Exchange Act Rule 12g-3 has rendered that Form largely superfluous.

Form 8-B was adopted in 1936 to provide for registration of securities

of certain successor issuers under Section 12 of the Exchange

Act.47 An issuer uses Form 8-B to register its securities when the

issuer has no securities registered under section 12 of the Exchange

Act, but has succeeded to an issuer that had securities registered

under section 12 at the time of the succession.

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\47\ 15 U.S.C. 78l. ``Succession'' is defined in Exchange Act

Rule 12b-2 (17 CFR 240.12b-2).

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The Commission received only 59 Form 8-B filings in 1994 and 58

such filings in 1995. The usefulness of Form 8-B has been limited

because of the application of Exchange Act Rule 12g-3 to successor

issuers. In the event of a succession by merger, consolidation,

exchange of securities, or acquisition of assets, Rule 12g-3

automatically deems to be registered under section 12 of the Exchange

Act the equity securities of an issuer not previously registered under

section 12 that are issued to the holders of equity securities

registered pursuant to that section. Hence, a successor to an issuer

with a class of securities registered under section 12 is deemed to

succeed to that registration and need not file a Form 8-B.

In order to accommodate the elimination of Form 8-B, the Commission

proposes to expand Rule 12g-3 to include any transactions or securities

that are currently covered by Form 8-B, but not current Rule 12g-

3.48 Such transactions include the succession of a non-reporting

issuer to more than one reporting issuer, either through consolidation

into a new entity or a holding company formation. Currently, such a

succession would require both existing issuers to deregister their

securities under the Exchange Act, after which the successor would file

a Form 8-B. As proposed, when a non-reporting issuer succeeds to the

registration of more than one reporting issuer and the reporting

issuers are registered under different paragraphs of section 12, the

successor issuer would be able to elect the section 12 paragraph under

which it would be deemed registered by noting this election in the Form

8-K disclosing the succession. Comment is requested whether this is

appropriate. Would it be more effective to deem the successor issuer

registered under section 12(b)?

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\48\ Consistent with current practice, the successor issuer

would be required to file a Form 8-K with respect to the transaction

and subsequently comply with all of the applicable provisions of the

Exchange Act. See Items 1 and 2 of Form 8-K (17 CFR 249.308).

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The Commission proposes to amend Rule 12g-3 to clarify that the

rule applies to issuers with securities registered under section 12(b)

of the Exchange Act,49 as well as to those with securities

registered under section 12(g).50 Accordingly, Rule 12g-3 as

proposed to be amended would apply to any class of securities, whether

exchange-listed, required to be registered under section 12(g) of the

[[Page 30408]]

Exchange Act, or voluntarily registered under section 12(g) of the

Exchange Act.51

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\49\ 15 U.S.C. 78l(b).

\50\ 15 U.S.C. 78l(g).

\51\ Section 12(g) of the Exchange Act only requires the

registration of equity securities. The Commission notes that the

proposed rule could impose reporting obligations on a limited class

of issuers not currently subjected by Rule 12g-3 to reporting

following a succession because the predecessor issuer had a class of

securities registered under section 12 voluntarily. However, the

Commission notes that the proposal should not impose any undue

burdens as a result of this situation, because such an issuer would

likely be able to terminate the registration under section 12

immediately following the succession.

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The Commission also proposes to amend Exchange Act Rule 15d-5,

which pertains to the automatic assumption of reporting obligations by

a non-reporting issuer that succeeds to an issuer that has reporting

obligations under section 15(d) of the Exchange Act.52 In

connection with a succession by merger, consolidation, exchange of

securities or acquisition of assets, Rule 15d-5 automatically transfers

the section 15(d) reporting obligations of a predecessor issuer to

equity securities issued by a non-reporting successor issuer in

connection with the succession. Consistent with its proposed amendment

to Rule 12g-3, the Commission proposes to amend Rule 15d-5 so that it

would cover all securities issued by a non-reporting issuer, not just

equity securities.

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\52\ 15 U.S.C. 78o(d).

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Comment is requested as to whether Form 8-B continues to be useful

to issuers and investors. Comment is solicited regarding whether there

are any other situations in which a company currently files a Form 8-B

that would not be encompassed by proposed Rule 12g-3. Are there any

additional notification or other benefits to investors if an issuer

files on Form 8-B in addition to filing its Form 8-K report?

III. Registration Requirements

A. Concurrent Exchange Act/Securities Act Registration

The Commission proposes to permit a company to register

concurrently a public offering under the Securities Act and a class of

securities under the Exchange Act by filing a single form that would

cover both registrations.

Under current rules, a reporting company can register a class of

securities under the Exchange Act on a short form registration

statement, Form 8-A. Form 8-A requires only a description of the

registrant's securities pursuant to Item 202 of Regulation S-K 53

and the filing of certain exhibits.54 Pursuant to staff practice,

an issuer registering an initial public offering is permitted to use

Form 8-A even though it is not subject to reporting until after the

effectiveness of that Securities Act registration statement.

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\53\ 17 CFR 229.202. The Commission proposes to amend Form 8-A

to require a parallel description of registrant's securities

pursuant to Item 202 of Regulation S-B (17 CFR 228.202) for small

business issuers that use Form 8-A.

\54\ Form 8-A can incorporate by reference information that is

contained in other filings made with the Commission.

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Under the current rules, registrants that are concurrently

registering a class of securities under the Securities Act and the

Exchange Act must file two forms, Form 8-A and the appropriate

Securities Act form. Since the Securities Act form will contain or

incorporate by reference all of the information called for by Form 8-A,

the Commission proposes to eliminate the Form 8-A filing requirement

when there is a Securities Act registration statement.55

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\55\ The $250 filing fee normally payable upon the filing of a

registration statement under the Exchange Act would not apply to

securities registered concurrently on a Securities Act form.

Currently, the Commission is considering a proposal to rescind all

Exchange Act filing fees. See Release No. 33-7293 (May 16, 1996). If

the fee proposal is not adopted by the time that the concurrent

registration rule proposals are adopted, the Commission proposes in

this release to rescind the $250 filing fee for all Exchange Act

registrations of securities that are made concurrently with

Securities Act filings, as well as for all Form 8-A filings.

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In order to provide for concurrent registration under the

Securities Act and the Exchange Act, the Commission is proposing to

amend Forms SB-1, SB-2, S-1/F-1, S-3/F-3, S-4/F-4, and S-11 56 and

Form N-2 for certain closed-end investment companies and business

development companies.57 The respective forms would each be

modified to include a box on the cover page of the registration

statement that could be checked to indicate when concurrent Exchange

Act registration is being made, and to include certain other

information, such as the title of the class of securities to be

registered under the Exchange Act. The proposed procedure for

concurrent registration is intended to facilitate dual Securities Act

and Exchange Act.

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\56\ The Task Force recommended the elimination of Forms S-2/F-2

in its Report. If these Forms have not been eliminated before

adoption of the concurrent registration proposal, the Commission

currently intends to modify Forms S-2/F-2 in the same manner.

\57\ Closed-end investment companies that register their shares

on an exchange and business development companies are required to

respectively, of the Exchange Act.

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In addition to the Securities Act rules applicable to the filing

and effectiveness of the registration statement, Exchange Act Rule

12d1-2, which pertains to the effectiveness of the registration

statement for Exchange Act purposes, would be applicable to the

concurrent registration statement. Under this proposal, the

registration of a class of securities under section 12(g) of the

Exchange Act would become effective at the same time as the

effectiveness of the registration statement pertaining to such

securities under the Securities Act. However, the registration under

section 12(b) of the Exchange Act of a class of securities to be listed

on a national securities exchange would not become effective until

after certification had been received by the Commission from the

national securities exchange, as required by section 12(d) of the

Exchange Act.58

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\58\ 15 U.S.C. 78l(d). Rule 12d1-2 would be amended to provide

that the Exchange Act registration would be effective at the same

time as the Securities Act registration statement, or at the time

certification has been received by the Commission, whichever is

later.

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The Commission does not propose to permit concurrent registration

for securities registered on ``shelf'' registration statements in which

the securities will be offered and sold on a delayed basis in reliance

on Rule 415(a)(1)(x),59 since those registration statements

normally do not include an adequate description of the securities for

the purposes of Exchange Act registration.60 However, concurrent

Exchange Act registration would be available for a continuous offering

of securities that is registered on a ``shelf'' registration

statement.61

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\59\ 17 CFR 230.415(a)(1)(x).

\60\ Item 1 of Form 8-A requires issuers to provide a

description of the securities to be registered that satisfies the

requirements of Item 202 of Form S-K.

\61\ Rule 415(a)(1)(ix) permits registration of continuous

offerings that begin promptly after effectiveness of the

registration statement and may continue for more than 30 days.

Because a continuous offering must commence promptly, the

registration statement pertaining to such offerings would contain

sufficient information to satisfy the requirements of Item 202 of

Regulation S-K.

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When concurrent registration is not available, Form 8-A would still

have to be used. The Commission proposes to streamline the current Form

8-A procedure by providing automatic effectiveness for all registration

statements on that Form, just as currently provided for exchange-listed

debt securities.62 There appears to be little justification for

differentiating between debt and equity securities.

[[Page 30409]]

Since Form 8-A primarily incorporates by reference information found in

other Commission filings that may be subject to prior staff review,

staff review of these Form 8-A filings is not needed. Thus, automatic

effectiveness would simplify the logistics of Exchange Act registration

without affecting the quality of disclosure available to the public.

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\62\ If used for section 12(g) registration, the Form 8-A would

be effective upon filing with the Commission. If used for section

12(b) registration, the Form 8-A would become effective upon the

later of filing with the Commission, or the Commission's receipt of

certification from the national securities exchange.

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The availability of concurrent registration of securities on a

Securities Act registration statement and automatic effectiveness of

the Form 8-A would render superfluous the special procedures for

registration of debt securities listed on a national securities

exchange on Form 8-A.63 Accordingly, the Commission proposes

conforming amendments to Form 8-A and to Rule 12d1-2.

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\63\ In 1994, the Commission amended its rules to permit a Form

8-A filed with respect to a class of debt securities to be listed on

a national securities exchange to become effective simultaneously

with the effectiveness of the Securities Act registration statement

pertaining to such debt securities. See Release No. 34-34922 (Nov.

1, 1994) (59 FR 55342).

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Comment is requested as to whether Form 8-A should be retained when

a registration statement under the Securities Act also is being filed

with respect to the same class of securities. Should a check box be

added to Form 8-A instead to indicate the registrant's request for

concurrent effectiveness? The Commission solicits comment on whether

issuers would find the concurrent registration procedure useful. Do

issuers consider the filing of a Form 8-A burdensome? Comment is

generally requested regarding the procedural mechanisms of the

concurrent registration system, including timing, requests for

acceleration and withdrawal. With respect to the concurrent

registration of securities on one form for Exchange Act and Securities

Act purposes, comment is solicited as to whether a filing made on the

Electronic Data Gathering, Analysis and Retrieval (``EDGAR'') system

should have a tag that identifies the registration statement as one in

which Exchange Act registration also is contemplated.

As noted above, the proposals for concurrent registration would not

apply to delayed offerings of securities registered on ``shelf''

registration statements under Rule 415(a)(1)(x). Are there other

delayed offerings permitted under Rule 415 for which there may not be

an adequate description of securities? Would the automatically

effective Form 8-A be a streamlined enough procedure, or should the

Commission establish a concurrent registration procedure applicable to

delayed offerings? Comment is solicited as to whether the description

of the securities to be registered contained in such registration

statements would, in some cases, satisfy the requirements of Item 202

of Regulation S-K. If so, should the concurrent registration procedure

be available? If not, should the concurrent registration procedure be

permitted if the Item 202 information is incorporated into the Form 8-A

from the prospectus filed under Rule 424(b)?

The Commission also requests comment on the desirability of

providing automatic effectiveness for all securities registered on Form

8-A. Should issuers have the option of delaying the effectiveness of a

Form 8-A registration statement? Are there occasions when it would be

more convenient for issuers to file Form 8-A early and request

acceleration when needed? Regardless of whether concurrent registration

or automatic effectiveness is adopted, the Commission also is

considering eliminating the requirement in Form 8-A that issuers file

certain exhibits with the copy of the Form 8-A that is filed with each

national securities exchange on which the securities are to be

registered.64 Comment is solicited as to whether these exhibits

continue to be useful to the national securities exchanges that receive

such exhibits or, if not, whether the exhibit requirement should be

eliminated.

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\64\ These exhibits include, for example, copies of the last

annual report filed pursuant to section 13 or 15(d) of the Exchange

Act, copies of the latest definitive proxy statement filed with the

Commission, and copies of the issuer's charter and by-laws.

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B. Registration Requirements for American Depositary Receipts

The Commission proposes to eliminate the registration requirement

under section 12(b) of the Exchange Act for American Depositary

Receipts (``ADRs'') registered on Form F-6 65 under the Securities

Act.

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\65\ 17 CFR 239.36.

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Under current rules, a foreign issuer whose common stock is traded

on Nasdaq in the form of ADRs must register the common stock under

Section 12(g) of the Exchange Act, but is not required to register the

ADRs. A foreign issuer whose common stock is listed on a national

securities exchange, however, is required to register both the common

stock and the ADRs under Section 12(b) of the Exchange Act. There

appears to be little benefit to investors by applying an Exchange Act

registration and reporting obligation to the listed ADRs in addition to

the deposited securities. It is common practice for the Exchange Act

registration statement and reports of foreign issuers to be used to

satisfy the requirements for both the deposited securities and the

listed ADRs. With respect to the issuer's preparation of an Exchange

Act registration statement, the proposal would eliminate only the

requirement to list the ADR on the cover page of the registration

statement. Eliminating the Exchange Act registration and reporting

obligation with respect to the listed ADRs would not appear to have a

material impact on the content of disclosure, and would be consistent

with the existing view of ADRs as a mechanism for investment in the

underlying foreign securities. In these circumstances, Exchange Act

registration imposes a regulatory burden that has no apparent benefit

to investors, since it results in no additional disclosure and creates

an unwarranted regulatory distinction between Nasdaq-traded ADRs and

exchange-listed ADRs.

The Commission proposes to add Rule 12a-8 under the Exchange Act to

exempt ADRs registered on Form F-6 from the registration requirements

of section 12(b). The section 12(b) registration requirements, however,

would continue to apply to the class of securities underlying the ADRs.

Comment is solicited as to whether the Section 12(b) registration

requirements for ADRs continue to provide useful disclosure to

investors. Assuming that the underlying deposited securities continue

to be subject to section 12(b) registration, are there any concerns

unique to exchange-traded securities that would warrant continued

Exchange Act registration of such ADRs? 66

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\66\ If Section 12(b) registration is not rescinded with respect

to ADRs, the Commission proposes to provide concurrent Exchange Act

registration for ADRs on Form F-6, the Securities Act registration

form for ADRs.

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C. Securities Act Form Eligibility

The Commission proposes to amend Rule 401(c) under the Securities

Act to permit an issuer to switch to a shorter Securities Act form at

the time of filing any amendment if it has become eligible to use the

shorter form since filing its initial registration statement.

Currently, under Rule 401 under the Securities Act, the form and

content of a registration statement and prospectus are determined on

the initial filing date of such registration statement and prospectus.

An issuer is not permitted under Rule 401 to reevaluate its status

until it files a post-effective amendment pursuant to Section 10(a)(3)

67 of the

[[Page 30410]]

Securities Act. As such, even if an issuer meets the eligibility

criteria to use a shorter form at the time of filing a pre-effective or

post-effective amendment (other than a Section 10(a)(3) post-effective

amendment), current rules require it to file the amendment on the

longer form that applied at the time of its initial registration

statement.

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\67\ 15 U.S.C. 77j(a)(3).

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In its Report, the Task Force recommended that an issuer be

permitted to take advantage of a form if it meets the eligibility

criteria for that form at the time it files an amendment. The

Commission proposes to revise Rule 401(c) to permit issuers to

determine the appropriate form upon filing any amendment, including

pre-effective and post-effective amendments. This proposal should ease

filing burdens on issuers without causing any harm to investors. In

order to assure that the change would not impose new burdens, the rule

would continue to provide that if an issuer files an amendment other

than for the purposes of section 10(a)(3), an issuer would not be

required to use a form that is different from the one used for its last

section 10(a)(3) amendment, or if none has been filed, its initial

registration statement.

The Commission requests comment on whether the proposed change for

determining the availability of a short form when filing a pre- or

post-effective amendment is appropriate.

D. Rule 424(d)--Radio and Television Broadcast Prospectuses

Rules 424(d) and 497(f) currently provide that prospectuses of

corporate issuers and investment companies, respectively, consisting of

a radio or television broadcast must be reduced to writing and filed at

least five days before they are broadcast or otherwise issued to the

public. Although the Securities Act provides that such prospectuses may

be treated differently than other prospectuses in certain

circumstances,68 this filing requirement imposes a burden on

issuers using such prospectuses that does not appear necessary for

investor protection purposes. Accordingly, the Task Force recommended

elimination of the requirement of filing five days prior to first

broadcast. In accordance with this recommendation and in view of the

increasing use of electronic media in connection with securities

offerings, it is proposed that Rules 424(d) and 497(f) be amended to

eliminate the special filing requirements for these

prospectuses.69 While Rules 424(d) and 497(f) would maintain the

requirement that radio or television broadcast prospectuses be reduced

to writing, it is proposed that such prospectuses be filed with the

Commission in accordance with the requirements applicable to other

types of prospectuses. Pursuant to these amendments, radio and

television broadcast prospectuses would be filed, in the case of

corporate issuers, in accordance with the timing specified in Rule 424

(between two to five days after use depending on the subject matter of

the prospectus), and, in the case of investment companies, any time

prior to use in accordance with Rule 497(e).

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\68\ Under section 10(f) of the Securities Act (15 U.S.C.

77j(f)), the Commission is granted the authority to require radio

and television broadcast prospectuses to be filed along with other

forms of prospectuses used in connection with the sale of the

registered securities.

\69\ Such an approach would be consistent with the positions set

forth in Securities Act Release No. 33-7233 (October 6, 1995)

concerning the use of electronic media for delivery purposes.

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Comment is solicited as to whether the current five day pre-

broadcast filing requirement should be retained or if a shorter period

would be more appropriate.

Comment is solicited as to whether a pre-broadcast filing

requirement should be retained for corporate issuers. Comment is

solicited as to whether all radio and television prospectuses would fit

within one of the other existing categories in Rule 424, and if not, is

there a need for a separate filing rule for these prospectuses under

Rule 424? Comment is requested as to whether there should be a uniform

filing requirement for all issuers for these types of prospectuses.

E. Exhibits

The Commission proposes to permit automatic effectiveness of a

post-effective amendment filed solely to add an exhibit. Following

effectiveness, issuers may update their registration statements to

include new consents, opinions or other exhibits. Under current rules,

registrants eligible to use Forms S-3/F-3 may file updated exhibits

post-effectively on Form 8-K. The exhibit is then automatically

incorporated by reference into its prospectus. By contrast, registrants

that are not eligible to use Form S-3/F-3 can accomplish the filing of

updated exhibits only by way of post-effective amendments, which are

subject to possible staff review. Even if such amendments are not

selected for review, there may be a delay between the time the

amendments are filed and when they are declared effective.

In order to facilitate the filing of updated exhibits by non-S-3/F-

3 registrants and eliminate delays, the Commission proposes to add new

Rule 462(d) to permit any post-effective amendments filed solely to add

exhibits, either generally or in reference to particular exhibits, to

become effective automatically upon filing. A check box and a new EDGAR

form type would be added to Forms SB-1, SB-2, S-1/F-1, S-4/F-4, and S-

11 70 to permit such automatic effectiveness.

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\70\ As noted above, the Task Force recommended that Forms S-2/

F-2 be eliminated. If these Forms have not been eliminated before

adoption of the automatic effectiveness proposal, the Commission

currently intends to adopt corresponding changes to them.

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The proposed rule is not intended to affect an issuer's disclosure

obligations. It would not be available for the filing of exhibits that

would trigger the filing of a post-effective amendment to update the

prospectus. In addition, the proposed rule would not provide automatic

effectiveness to post-effective amendments that include an exhibit that

otherwise should have been filed pre-effectively. Accordingly, in these

situations, the issuer would not be permitted to check the box for

automatic effectiveness.

Comment is requested as to whether the current availability of

staff review of post-effective amendments filed solely to add an

exhibit continues to be useful to investors and issuers. The Commission

also requests comment on whether it would be useful to extend automatic

effectiveness of post-effective amendments to Forms S-3/F-3.

IV. General Request for Comment

Any interested persons wishing to submit comment on any of the

proposals set forth in this release are invited to do so by submitting

them in triplicate to Jonathan G. Katz, Secretary, U.S. Securities and

Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.

Comments also may be submitted electronically at the following E-mail

address: [email protected]. All comment letters should refer to

File Number S7-15-96. This file number should be included on the

subject line if E-mail is used. Comment is specifically requested as to

whether any of the rules or forms that have been proposed to be

eliminated provide disclosure that is material to investors, issuers or

other market participants, the states or any other entity. Comment also

is requested on any competitive burdens that might result from the

adoption of any of the proposals. All comments will be considered by

the Commission in complying with its responsibility under

[[Page 30411]]

Section 23(a) of the Exchange Act.71 Comments received will be

available for public inspection and copying in the Commission's public

reference room, 450 Fifth Street, NW, Washington, DC 20549.

Electronically submitted comment letters will be posted on the

Commission's Internet web site (http://www.sec.gov).

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\71\ 15 U.S.C. 78w(a).

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V. Cost-Benefit Analysis

Commenters are requested to provide their views and data relating

to any costs and benefits associated with these proposals to aid the

Commission in its evaluation of the costs and benefits that may result

from the changes proposed in this release. It is anticipated that these

proposals will benefit those with filing obligations by simplifying or

clarifying current rules and by eliminating rules and forms that are

outdated or rarely used for other reasons. No detrimental effects to

investors are expected. It is not believed that the changes outlined in

this release will affect significantly the overall costs and burdens

associated with filing requirements generally. If these proposals

contain anything that could increase the burdens on issuers, the

Commission believes such burdens will be outweighed by the benefits to

investors and the increase in convenience to issuers.

VI. Summary of Initial Regulatory Flexibility Analysis

An initial regulatory flexibility analysis has been prepared in

accordance with 5 U.S.C. 603 concerning the proposed amendments. The

analysis notes that the amendments would eliminate certain forms and

one rule, add one rule, and revise other rules to change or modernize

them.

As discussed more fully in the analysis, the proposals would affect

persons that are small entities, as defined by the Commission's rules.

It is not expected that materially increased reporting, recordkeeping

and compliance burdens would result from the changes. The analysis also

indicates that there are no current federal rules that duplicate,

overlap or conflict with the rules and forms to be amended.

As stated in the analysis, several possible significant

alternatives to the proposals were considered, including, among others,

establishing different compliance or reporting requirements for small

entities or exempting them from all or part of the proposed

requirements. As discussed more fully in the analysis, the nature of

these amendments do not lend themselves to separate treatment, nor

would they impose additional burdens on small business issuers.

Written comments are encouraged with respect to any aspect of the

analysis. Such comments will be considered in the preparation of the

Final Regulatory Flexibility Analysis if the proposed amendments are

adopted. A copy of the analysis may be obtained by contacting Felicia

H. Kung, Division of Corporation Finance, Securities and Exchange

Commission, 450 Fifth Street NW., Washington, DC 20549.

VII. Paperwork Reduction Act

Certain provisions of Regulation C, the section 12(b) and section

12(g) registration requirements of the Exchange Act, and the section

13(a) and 15(d) periodic reporting obligations of the Exchange Act

contain ``collection of information'' requirements within the meaning

of the Paperwork Reduction Act of 1995 (the ``Act'') (44 U.S.C. 3501 et

seq.). The Commission has submitted its proposed revisions to the

information collections required by these provisions to the Office of

Management and Budget (``OMB'') for review in accordance with 44 U.S.C.

3507(a) and 5 CFR 1320.11. The titles of the affected information

collections are ``Form 20-F,'' ``Form 10-Q,'' ``Form 10-QSB, ``Form 10-

K,'' ``Form 10-KSB,'' and ``Form 8-A.''

Under Rule 463 of Regulation C, issuers must report the use of

proceeds following an initial public offering on Form SR. Form SR must

be filed within ten days of the first three months following the

effective date of the registration statement, and every six months

thereafter until the offering has been terminated or all proceeds have

been applied. The Commission's proposal to eliminate Form SR and to

require first-time issuers to report information currently contained in

Form SR on their periodic Exchange Act reports would reduce the number

of forms filed by issuers, but may marginally increase their reporting

or recordkeeping burden by increasing the frequency with which issuers

report use of proceeds information. It is estimated for purposes of the

Paperwork Reduction Act that approximately 28,950 Form 10-Qs and 10,150

Form 10-Ks are filed each year, and that approximately 1,470 Form 10-Qs

and 490 Form 10-Ks would include the proposed disclosure item. It also

is estimated that approximately 6,000 Form 10-QSBs and 2,075 Form 10-

KSBs are filed each year, and that approximately 795 Form 10-QSBs and

265 Form 10-KSBs 72 would include the proposed disclosure item. In

addition, it is estimated that approximately 545 Form 20-Fs are filed

each year, and that approximately 100 Form 20-Fs would include the

proposed disclosure item. The burden for each Form 10-Q, 10-QSB, Form

10-K, Form 10-KSB and Form 20-F that includes the proposed item

disclosure would be increased by an estimated burden of 5.5 hours for a

total increase of annual burden of 17,160 hours with respect to all

five forms.73 If the proposals were adopted: (i) an estimated

1,470 respondents would file Form 10-Q each year with the proposed

disclosure item at an estimated burden of 5.5 hours per filing for an

estimated total annual burden of 8,085 hours; (ii) an estimated 795

respondents would file Form 10-QSB each year with the proposed

disclosure item at an estimated burden of 5.5 hours per filing for an

estimated total annual burden of 4,372.5 hours; (iii) an estimated 490

respondents would file Form 10-K each year with the proposed disclosure

item at an estimated burden of 5.5 hours per filing for an estimated

total annual burden of 2,695 hours; (iv) an estimated 265 respondents

would file Form 10-KSB each year with the proposed disclosure item at

an estimated burden of 5.5 hours per filing for an estimated total

annual burden of 1,457.5 hours and (v) an estimated 100 respondents

would file Form 20-F each year with the proposed disclosure item at an

estimated burden of 5.5 hours per filing for an estimated total annual

burden of 550 hours.

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\72\ These estimates are based on the number of small business

issuers with initial public offerings in fiscal year 1995 and assume

that there are no increases each year.

\73\ Total annual burden hours are determined by multiplying the

estimated average burden hours for completing the particular item by

the estimated number of responses that would include that item.

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Form 8-A, the short-form Exchange Act registration statement, is

used by a reporting company and by a company registering an initial

public offering. The Commission's proposal to permit Exchange Act

registration of a class of securities concurrent with the Securities

Act registration of such securities by requiring registrants to check a

box on the cover page of the Securities Act registration statement

should eliminate the need for the Form 8-A registration statement in

many instances. At the present, approximately 1,940 Form8-As are filed

each year for a total annual burden of 14,550 hours. As a result of the

Commission's proposal, it is estimated that approximately 1,164 fewer

Form 8-As would be filed, for an estimated reduction in total burden

[[Page 30412]]

hours of 8,730 hours. Therefore, if the proposals were adopted, an

estimated 776 respondents would file Form 8-A at an estimated burden of

7.5 hours per filing for an estimated total annual burden of 5,820

hours.

The Commission also proposes to eliminate the federal filing

requirement for Form D, and to eliminate Form SR and Form 8-B.

Responses to the described information collections are mandatory.

Unless a currently valid OMB control number is displayed, an agency may

not sponsor, conduct or require response to an information collection.

In accordance with 44 U.S.C. 3506(c)(2)(B), the Commission solicits

comments on the following: whether the proposed change in the

collection of information is necessary for the proper performance of

the functions of the agency, including whether the information shall

have practical utility; on the accuracy of the Commission's estimate of

the burden of the proposed changes to the collection of information; on

the quality, utility and clarity of the information to be collected;

and whether the burden of collection of information on those who are to

respond, including through the use of automated collection techniques

or other forms of information technology, may be minimized.

Persons desiring to submit comments on the collection of

information requirements should direct them to the Office of Management

and Budget, Attention: Desk Officer for the Securities and Exchange

Commission, Office of Information and Regulatory Affairs, Washington,

DC 20503, with reference to File No. S7-15-96. The Office of Management

and Budget is required to make a decision concerning the collection of

information between 30 and 60 days after publication, so a comment to

OMB is best assured of having its full effect if OMB receives it within

30 days of publication.

VIII. Statutory Basis for the Proposals

The foregoing amendments are proposed pursuant to sections 6, 7, 8,

10 and 19(a) of the Securities Act, sections 3, 12, 13, 15, 23 and 35A

of the Exchange Act, and sections 8, 24, 38 and 54 of the Investment

Company Act of 1940.

List of Subjects

17 CFR Parts 230, 239, 240 and 249

Reporting and recordkeeping requirements, Securities.

17 CFR Part 274

Investment companies, Reporting and recordkeeping requirements,

Securities.

Text of the Proposals

In accordance with the foregoing, Title 17, Chapter II of the Code

of Federal Regulations is proposed to be amended as follows:

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

The authority citation for part 230 continues to read in part as

follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c,

78(d), 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30,

and 80a-37, unless otherwise noted.

* * * * *

2. By amending Sec. 230.401 by revising paragraph (c) to read as

follows:

Sec. 230.401 Requirements as to proper form.

* * * * *

statement and prospectus, other than an amendment described in

paragraph (b) of this section, shall conform to the applicable rules

and forms as in effect on the filing date of such amendment, or, at the

option of the filer, the filing date of the most recent amendment

described in paragraph (b) of this section or, if no such amendment has

been filed, the initial filing date of the registration statement and

prospectus.

* * * * *

Sec. 230.424 [Amended]

3. By amending Sec. 230.424 in paragraph (d) by removing the phrase

``at least five days before it is broadcast or otherwise issued to the

public'' in the second sentence and in its place adding ``in accordance

with the requirements of this Section''.

4. By amending Sec. 230.462 by adding paragraph (d) to read as

follows:

Sec. 230.462 Immediate effectiveness of certain registration

statements and post-effective amendments.

* * * * *

(d) A post-effective amendment filed solely to add exhibits to a

registration statement shall become effective upon filing with the

Commission.

5. By amending Sec. 230.463 by revising paragraphs (a) and (b) to

read as follows:

Sec. 230.463 Report of offering of securities and use of proceeds

therefrom.

(a) Except as hereinafter provided in this section, following the

effective date of the first registration statement filed under the Act

by an issuer, the issuer or successor issuer shall report the use of

proceeds on its first periodic report filed pursuant to Sections 13(a)

and 15(d) (15 U.S.C. 78m(a) and 78o(d)) of the Securities Exchange Act

of 1934 after effectiveness, and thereafter on each of its subsequent

periodic reports filed pursuant to Sections 13(a) and 15(d) of the

Securities Exchange Act of 1934 through the later of the application of

the offering proceeds, or the termination of the offering.

(b) A successor issuer shall comply with paragraph (a) of this

section only to the extent that a report of the use of proceeds is

required with respect to the first effective registration statement of

the predecessor issuer.

* * * * *

Sec. 230.497 [Amended]

6. By amending Sec. 230.497 in paragraph (f) by removing the phrase

``at least 5 days before it is broadcast or otherwise issued to the

public'' in the second sentence and in its place adding ``in accordance

with the requirements of this Section''.

7. By revising Sec. 230.503 to read as follows:

Sec. 230.503 Notice of sales.

An issuer offering or selling securities in reliance on

Sec. 230.504, Sec. 230.505 or Sec. 230.506 shall prepare a notice on

Form D (17 CFR 239.500) promptly after the first sale of securities.

The issuer shall retain the notice until three years after the date of

the first sale of securities. Upon request, the issuer shall furnish to

the Commission or its staff a copy of the Form D notice.

Sec. 230.507 [Removed and reserved]

8. By removing and reserving Sec. 230.507.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

9. The authority citation for part 239 continues to read in part as

follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l,

78m, 78n, 78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m,

79n, 79q, 79t, 80a-8, 80a-29, 80a-30 and 80a-37, unless otherwise

noted.

* * * * *

10. By amending Sec. 239.9 by designating the current text as

paragraph (a), and adding paragraphs (b) and (c) to read as follows:

Sec. 239.9 Form SB-1, optional form for the registration of

securities to be sold to the public by certain small business issuers.

* * * * *

(b) Subject to paragraph (c) of this section, this form may be used

for concurrent registration pursuant to section 12 (b) or (g) (15

U.S.C. 78l (b) or (g)) of the Securities Exchange Act of 1934

(``Exchange Act'') of any class of securities being registered on this

form under the Securities Act of 1933.

[[Page 30413]]

pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for

its last fiscal year, except for the fact that the Exchange Act

registration on this form will become effective before such report is

required to be filed, an annual report for such fiscal year shall

nevertheless be filed within the period specified in the appropriate

annual report form.

11. By amending Form SB-1 (referenced in Sec. 239.9) by revising

the title to the form and the facing page, by adding General

Instruction I, by revising the signature requirements in Part II (not

including the Instructions thereto), and by adding paragraph (3) to the

Instructions to ``Signatures'' to read as follows:

Note: The text of Form SB-1 does not, and the amendments thereto

will not, appear in the Code of Federal Regulations.

Form SB-1

U.S. Securities and Exchange Commission Washington, D.C. 20549

Form SB-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND SECTION

12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.________)

----------------------------------------------------------------------

(Name of small business issuer in its charter)

----------------------------------------------------------------------

(State or jurisdiction of incorporation or organization)

----------------------------------------------------------------------

(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------

(I.R.S. Employer Identification No.)

----------------------------------------------------------------------

Address and telephone number of principal executive offices)

----------------------------------------------------------------------

(Address of principal place of business or intended principal place

of business)

----------------------------------------------------------------------

(Name, address, and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public

________

If this Form is filed to register additional securities for an

offering pursuant to Rule 462(b) under the Securities Act, please

check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for

the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to

Rule 462(c) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier

effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to

Rule 462(d) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier

effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to

Rule 434, please check the following box. [ ]

If any class of securities is to be concurrently registered on

this Form pursuant to Section 12(b) of the Securities Exchange Act

of 1934 pursuant to General Instruction I, please check the

following box. [ ]

Securities to be registered pursuant to Section 12(b) of the

Securities Exchange Act of 1934:

Title of each class to be so registered

----------------------------------------------------------------------

Name of each exchange on which each class is to be registered

----------------------------------------------------------------------

If any class of securities is to be concurrently registered on

this Form pursuant to Section 12(g) of the Securities Exchange Act

of 1934 pursuant to General Instruction I, please check the

following box. [ ]

----------------------------------------------------------------------

(title of class)

----------------------------------------------------------------------

(title of class)

Calulation of Registration Fee

----------------------------------------------------------------------------------------------------------------

Proposed maximum Proposed maximum

Title of each class of Amount to be offering price per aggregate offering Amount of

securities to be registered registered unit price registration fee

----------------------------------------------------------------------------------------------------------------

Note: If the filing fee is calculated pursuant to Rule 457(o)

under the Securities Act, only the title of the class of securities

to be registered, the proposed maximum aggregate offering price for

that class of securities and the amount of registration fee need to

appear in the Calculation of Registration Fee table. Any difference

between the dollar amount of securities registered for such

offerings and the dollar amount of securities sold may be carried

forward on a future registration statement pursuant to Rule 429

under the Securities Act.

The following delaying amendment is optional, but see Rule 473

before omitting it. The registrant hereby amends this registration

statement on such date or dates as may be necessary to delay its

effective date until the registrant shall file a further amendment

which specifically states that this registration statement shall

thereafter become effective in accordance with Section 8(a) of the

Securities Act of 1933 or until the registration statement shall

become effective on such date as the Commission, acting pursuant to

said Section 8(a), may determine.

Disclosure alternative used: Alternative 1 ________ Alternative

2 ________

General Instructions

* * * * *

I. Registration Under the Securities Exchange Act of 1934

1. Subject to General Instruction I.2., this form may be used

for concurrent registration pursuant to section 12 (b) or (g) of the

Securities Exchange Act of 1934 (``Exchange Act'') of any class of

securities listed under ``Title of each class of securities to be

registered'' on the cover page of this registration statement.

2. If the registrant would be required to file an annual report

pursuant to section 15(d) of the Exchange Act for its last fiscal

year, except for the fact that the Exchange Act registration on this

form will become effective before such report is required to be

filed, an annual report for such fiscal year shall nevertheless be

filed within the period specified in the appropriate annual report

form.

3. If a class of securities is concurrently being registered

under the Exchange Act, the provisions of Rule 12d1-2 of the

Exchange Act apply with respect to the effectiveness of the

registration statement for Exchange Act purposes.

4. At least one complete, signed copy of the registration

statement shall be filed with each exchange on which the securities

are to be registered.

* * * * *

Part II-- Information Not Required in Prospectus

* * * * *

Signatures

In accordance with the requirements of the Securities Act of

1933 [and Section 12 of the Securities Exchange Act of 1934], the

registrant certifies that it has reasonable grounds to believe that

it meets all of the requirements for filing on Form SB-1 and has

duly caused this registration statement to be signed on its behalf

by the undersigned, thereunto duly authorized, in the City of

____________________, State of ____________________, on __________,

19____.

(Registrant)----------------------------------------------------------

By (Signature and Title)----------------------------------------------

In accordance with the requirements of the Securities Act of

1933, this registration statement has been signed by the following

persons in the capacities and on the dates indicated.

[[Page 30414]]

(Signature)-----------------------------------------------------------

(Title)---------------------------------------------------------------

(Date)----------------------------------------------------------------

Instructions

* * * * *

(3) If a class of securities is being registered concurrently

under the Exchange Act, the registrant should sign the registration

statement in accordance with the requirements of both the Securities

Act and Section 12 of the Exchange Act.

* * * * *

By amending Sec. 239.10 by designating the current text as

paragraph (a), and adding paragraphs (b) and (c) to read as follows:

Sec. 239.10 Form SB-2, optional form for the registration of

securities to be sold to the public by small business issuers.

* * * * *

(b) Subject to paragraph (c) of this section, this form may be used

for concurrent registration pursuant to section 12 (b) or (g) (15

U.S.C. 78l (b) or (g)) of the Securities Exchange Act of 1934

(``Exchange Act'') of any class of securities being registered on this

form under the Securities Act of 1933.

pursuant to section 15(d) (15 U.S.C. 78o(d)) of the Exchange Act for

its last fiscal year, except for the fact that the Exchange Act

registration on this form will become effective before such report is

required to be filed, an annual report for such fiscal year shall

nevertheless be filed within the period specified in the appropriate

annual report form.

13 By amending Form SB-2 (referenced in Sec. 239.10) by revising

the title to the form and the facing page, by adding General

Instruction D, by revising the signature requirements in Part II (not

including the Instructions thereto), and by adding paragraph (3) to the

Instructions to ``Signatures'' to read as follows:

Note: The text of Form SB-2 does not, and the amendments thereto

will not, appear in the Code of Federal Regulations.

Form SB-2

U.S. Securities and Exchange Commission Washington, DC 20549

Form SB-2

Registration Statement Under the Securities Act of 1933 and Section 12

(b) or (g) of the Securities Exchange Act of 1934

(Amendment No.________________)

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(Name of small business issuer in its charter)

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(State or jurisdiction of incorporation or organization)

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(Primary Standard Industrial Classification Code Number)

----------------------------------------------------------------------

I.R.S. Employer Identification No.)

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(Address and telephone number of principal executive offices)

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(Address of principal place of business or intended principal place

of business)

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(Name, address, and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public

____________________

If this Form is filed to register additional securities for an

offering pursuant to Rule 462(b) under the Securities Act, please

check the following box and list the Securities Act registration

statement number of the earlier effective registration statement for

the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to

Rule 462(c) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier

effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to

Rule 462(d) under the Securities Act, check the following box and

list the Securities Act registration statement number of the earlier

effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to

Rule 434, please check the following box. [ ]

If any class of securities is to be concurrently registered on

this Form pursuant to Section 12(b) of the Securities Exchange Act

of 1934 pursuant to General Instruction D, please check the

following box. [ ]

Securities to be registered pursuant to Section 12(b) of the

Securities Exchange Act of 1934:

Title of each class to be so registered

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Name of each exchange on which each class is to be registered

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If any class of securities is to be concurrently registered on

this Form pursuant to Section 12(g) of the Securities Exchange Act

of 1934 pursuant to General Instruction D, please check the

following box. [ ]

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(Title of class)

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(Title of class)

Calculation of Registration Fee