Smaller Reporting Company Definition

We are adopting amendments to the definition of "smaller reporting company' as used in our rules and regulations. The amendments expand the number of registrants that qualify as smaller reporting companies and are intended to reduce compliance costs for these registrants and promote capital formation, while maintaining appropriate investor protections. We are amending the definition of "smaller reporting company' to include registrants with a public float of less than $250 million, as well as registrants with annual revenues of less than $100 million for the previous year and either no public float or a public float of less than $700 million. We also are amending other rules and forms in light of the new definition of "smaller reporting company,' including amendments to the definitions of "accelerated filer' and "large accelerated filer' to preserve the existing thresholds in those definitions. Qualifying as a "smaller reporting company' will no longer automatically make a registrant a non-accelerated filer. The Chairman, however, has directed the staff to formulate recommendations to the Commission for possible additional changes to the "accelerated filer' definition that, if adopted, would have the effect of reducing the number of registrants that qualify as accelerated filers.