Overview

The Securities and Exchange Commission ("Commission") today adopted additional revisions to its rules and forms to facilitate financings by small business issuers under the Securities Act of 1933 and their compliance with the reporting requirements under the Securities Exchange Act of 1934. These actions, which ease the entry of small businesses into the public markets, include transitional registration forms, reporting forms, proxy statement and annual report to security holders requirements for small business issuers that have not registered more than $10 million of securities in any 12-month period (other than securities registered on Form S-8), amendments to small business issuer financial statement requirements and revisions to the information requirements of Regulation D.

Rule 254 is amended to provide that a written "test the waters" solicitation document complying with Regulation A will not constitute a "prospectus."