defining "small company" registrants? (Respondents are directed to the discussion contained in Part II, B. of this release.) 1. To what extent, if any, are existing criteria for classification useful in defining "small company" registrants? 2. To what extent must the Commission utilize any or all of the criteria specified in Section 12(h) of the Securities Exchange Act? 3. Should the Commission utilize criteria in addition to those specified in Section 12(h) and, if so, what criteria? C. Assuming that the Commission can reasonably define a class or classes of "small business" registrants, and that differentiation of the reporting obligations can be justified, what reduction of reporting obligations should be considered? (Respondents are directed to the discussion contained in Part II, C. of this release.) 1. How and to what extent can the contents of the following reports be modified in order to reduce their burden upon "small company" registrants: a) Form 10-K under the 1934 Act 2. Should the Commission consider relieving "small company" registrants from the obligation to: a) File financial statements prepared in compliance with Regulation S-X in any or all of the reports required to be filed under the 1934 Act? No. 14? b) Disclose segment data pursuant to FASB CHAPTER XVIII DISSEMINATION OF INFORMATION RECOMMENDATIONS: Regarding Dissemination of Filings with the Commission: The Commission should convert its filing system from a statutory reporting basis to a company basis and should maintain a "current file" for each Exchange Act reporting company containing the company's latest Form 10-K annual report and all subsequent filings, excluding exhibits, under the Securities Act and the Exchange Act. The Commission should require public companies to The Commission should assure that all company re- A. Introduction Although the interviews with analysts and the results of the individual investor survey indicate that filings with the Commission are not the primary source of information about a company for most users, filings are used by many to confirm information already obtained elsewhere and to acquire more detailed information than is available elsewhere. The Committee believes that although dissemination of information by the Commission is not the Commission's primary function, it is appropriate for the Commission (1) to create and maintain a comprehensive and readily accessible reservoir of information for those shareholders and others who wish to use it; and (2) wherever reasonably possible, to enhance the ability of all interested persons to obtain this information, either from the preparer or from the Commission. The Committee believes that improvements are possible in both of these areas. B. Converting the Commission File System to a Company Basis At the present time, Commission maintained company filings are segregated according to the act pursuant to which the filing has been made. Thus, the Securities Act registration statement filings are in one file, and the Exchange Act periodic reports are in another. This filing-by-act is inconvenient and unnecessary. Even sophisticated users are far more likely to seek filings by company, rather than by act. Accordingly, the Committee recommends that the Commission convert its present filing system to a "company basis." This would result in the 10-Q, current reports on Form 8-K, proxy statements, Schedule Consideration should also be given to maintaining a current file on each registrant. This would entail maintenance of a separate docket or folder which would include filings made by a company during the last year (i.e., the most recent Form 10-K and all filings under the 1934 and the 1933 Act made since that time). This current file will be much more convenient for members of the public because it will no longer be necessary to look through several different files to get current information about a company. The Committee was not able to assess the feasibility of this procedure, and accordingly its method of implementation has been left to the discretion of the Commission. |