GT Alert

SEC Postpones Accelerated Filing Deadlines for Periodic Reports

November 2004
By Ira N. Rosner, Greenberg Traurig, Miami Office

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On November 17, 2004, the Securities and Exchange Commission published final rules which postpone for one year the final phase-in of the accelerated filing deadlines for annual and quarterly reports. The SEC’s postponement is intended to address concerns that the accelerated filing deadlines could impede efforts to comply with new internal controls reporting under Section 404 of the Sarbanes-Oxley Act of 2002. Recent publicly available surveys of financial professionals and other reports indicate that Section 404 compliance efforts are consuming far greater human resources, capital and time than anticipated. The SEC noted in the release, however, that it remains “committed to the completion of the final phase-in period of the accelerated filing deadlines after the one year postponement.”

"Under the amended rules, the deadline for an accelerated filer to file its annual report for its fiscal year ending on or after December 15, 2004 will remain at 75 days after fiscal year end."

Under the amended rules, the deadline for an accelerated filer1 to file its annual report for its fiscal year ending on or after December 15, 2004 will remain at 75 days after fiscal year end. Similarly, the quarterly report deadlines for the three subsequently filed quarterly reports will remain at 40 days after quarter end. The phase-in schedule will resume in 2005, meaning that an accelerated filer will have to file its annual report within 60 days after its fiscal year ending on or after December 15, 2005 and it will then have to file its subsequent quarterly reports within 35 days after quarter end.

The SEC’s release also adopted conforming amendments to Regulation S-X to apply the postponed phase-in period to the financial information updating requirements in other SEC filings, such as Securities Act and Exchange Act registration statements and proxy statements.

Footnotes

1 An “accelerated filer” means an issuer after it first meets the following conditions as of the end of its fiscal year:

• The issuer has a public float of $75 million or more as computed on the last business day of the issuer’s most recently completed second fiscal quarter;
• The issuer has been subject to reporting requirements of the Securities Exchange Act of 1934 for at least 12 calendar months;
• The issuer has filed at least one annual report; and
• The issuer is not eligible to use Forms 10-KSB and 10-QSB for its annual and quarterly reports.

© 2004 Greenberg Traurig

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