I
113th CONGRESS
1st Session
H. R. 3623
IN THE HOUSE OF REPRESENTATIVES
November 22, 2013
Mr. Fincher (for himself and Mr. Delaney) introduced the following bill; which was referred to the Committee on Financial Services
A BILL
To amend certain provisions of the securities laws relating to the treatment of emerging growth companies.
Short title
This Act may be cited as the Improving Access to Capital for Emerging Growth Companies Act
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Filing requirement for public filing prior to public offering
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) is amended by striking 21 days
and inserting 15 days
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Grace period for change of status of emerging growth companies
Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 77f(e)(1)) is further amended by adding at the end the following: An issuer that was an emerging growth company at the time it filed a confidential registration statement for review under this subsection but is no longer an emerging growth company shall continue to be treated as an emerging growth company for purposes of this subsection through the earlier of the date on which the issuer consummates its initial public offering pursuant to such registration statement or the end of the 1-year period beginning on the date that the company is no longer an emerging growth company.
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Simplified disclosure requirements for emerging growth companies
Section 102 of the Jumpstart Our Business Startups Act (Public Law 112–106) is amended by adding at the end the following:
Simplified disclosure requirements
With respect to an emerging growth company (as such term is defined under section 2 of the Securities Act of 1933):
Requirement to include notice on form S–1
Not later than 30 days after the date of enactment of this subsection, the Securities and Exchange Commission shall revise its general instructions on Form S–1 to indicate that a registration statement filed (or submitted for confidential review) by an issuer prior to an initial public offering may omit financial information for historical periods otherwise required by regulation S–X (17 C.F.R. 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that—
prior to the issuer distributing a preliminary prospectus to investors, such registration statement is amended to include all relevant periods required at the date of such amendment; and
the issuer reasonably believes such financial disclosure will no longer be required to be included in the Form S–1 at the time of the contemplated offering.
Reliance by issuers
Effective 30 days after the date of enactment of this subsection, an issuer filing a registration statement (or submitting the statement for confidential review) utilizing Form S–1 may omit financial information for historical periods otherwise required by regulation S–X (17 C.F.R. 210.1–01 et seq.) as of the time of filing (or confidential submission) of such registration statement, provided that prior to the public filing of Form S–1, such registration statement is amended to include all relevant periods required at the date of such amendment.
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Filing requirements for follow-on offerings
Section 6(e) of the Securities Act of 1933 (15 U.S.C. 77f(e)) is further amended by adding at the end the following:
Follow-on offerings
An emerging growth company may, within 1 year of the company’s initial public offering, confidentially submit to the Commission a draft registration statement for any securities to be issued subsequent to its initial public offering, for confidential nonpublic review by the staff of the Commission prior to publicly filing a registration statement, provided that the initial confidential submission and all amendments thereto shall be publicly filed with the Commission not later than 2 days before the date on which the emerging growth company issues such securities.
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