We have previously blogged about recent SEC rule changes to the definition of “smaller reporting company” (SRC) (see here) and XBRL (see here). Our readers should know that a byproduct of these new rules include certain tweaks to the cover pages of most Securities Act and Exchange Act forms. The cover page changes related to the definition of SRC were effective September 10, 2018, while the XBRL-related cover page changes will be effective September 17, 2018.
For a discussion of the XBRL cover page changes, see our prior post here. The SRC cover page changes can be summarized from this excerpt from the SEC’s adopting release.
“In conjunction with these amendments, we also are adopting technical revisions to Securities Act Forms S–1, S–3, S–4, S–8, and S–11 and Exchange Act Forms 10, 10–Q and 10–K. These amendments modify the cover page of the specified forms to remove the parenthetical next to the ‘‘nonaccelerated filer’’ definition that states ‘‘(Do not check if a smaller reporting company).’’ After these amendments, a registrant should check all applicable boxes on the cover page addressing, among other things, non-accelerated, accelerated, and large accelerated filer status, SRC status, and emerging growth company status.”
The last sentence in that excerpt is particularly instructive, as companies will now be able to check multiple boxes on the cover page related to their filer status (e.g., checking both the Accelerated Filer and SRC boxes). For your reference, here are links to redlines of the updated 10-Q and 10-K cover pages.
Related to this topic, Broc Romanek on thecorporatecounsel.net blog this morning noted that the SEC’s Form 4 on the SEC’s website is very outdated.