S.Amdt. 3976

1. Adds SEC. ___. SMALLER PUBLIC COMPANY OPTION REGARDING INTERNAL CONTROL PROVISIONS wherever appropriate

   Adds a section

   Inserted: SEC. ___. SMALLER PUBLIC COMPANY OPTION REGARDING INTERNAL CONTROL PROVISIONS.

   Inserted: Section 404 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262) is amended by adding at the end the following:

   Inserted: "(c) Smaller Public Company Option.--

   Inserted: "(1) Voluntary compliance.--A smaller issuer shall not be subject to the requirements of subsection (a), unless the smaller issuer voluntarily elects to comply with such requirements, in accordance with regulations prescribed by the Commission. Any smaller issuer that does not elect to comply with subsection (a) shall state such election, together with the reasons therefor, in its annual report to the Commission under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)).

   Inserted: "(2) Definition of smaller issuer.--

   Inserted: "(A) In general.--For purposes of this subsection, and subject to subparagraph (B), the term 'smaller issuer' means an issuer for which an annual report is required by section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)), that--

   Inserted: "(i) has a total market capitalization at the beginning of the relevant reporting period of less than $700,000,000;

   Inserted: "(ii) has total product and services revenue for that reporting period of less than $125,000,000; or

   Inserted: "(iii) has, at the beginning of the relevant reporting period, fewer than 1,500 record beneficial holders.

   Inserted: "(B) Annual adjustments.--The amounts referred to in clauses (i) and (ii) of subparagraph (A) shall be adjusted annually to account for changes in the Consumer Price Index for all urban consumers, United States city average, as published by the Bureau of Labor Statistics.".

   The amendment doesn't say where this goes; the clerk decides.

   Original wording

   At the appropriate place, insert the following:

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As printed