SEC Postpones Accelerated Filing Deadlines for Periodic Reports
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.
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
- 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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