The SEC has postponed for one year the final phase-in period for acceleration of the due dates of quarterly and annual reports required to be filed under the Securities Exchange Act of 1934 by "accelerated filers." The SEC has also conformed requirements concerning financial statements contained in registration statements and proxy statements to apply the postponed phase-in period.

The rule changes are intended to allow additional time and opportunity for accelerated filers and their auditors to focus their efforts on complying with the new reporting requirements regarding internal control over financial reporting. An accelerated filer must include management's report on internal control over financial reporting and the auditor's attestation to that report for the first time in its annual report filed for its fiscal year ending on or after November 15, 2004.

Which Companies Are "Accelerated Filers"?

"Accelerated filers" are companies that:

• have a public float of at least $75 million (based on the public float on the last business day of the second fiscal quarter);
• have been subject to the Exchange Act’s reporting requirements for at least 12 calendar months;
• previously have filed at least one annual report; and
• are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB.

Current Deadlines Remain in Place for an Extra Year

The current filing deadlines for periodic reports for accelerated issuers are:

• 75 days after fiscal year end for annual reports for fiscal years ending on or after December 15, 2003; and
• 40 days after fiscal quarter end for the next three subsequent quarters.

Deadlines Will Accelerate for Fiscal Years Ending On or After December 15, 2005

The deadline for an accelerated filer's annual report filed for fiscal years ending on or after December 15, 2005 will accelerate to 60 days after its fiscal year end, and the quarterly report filing deadline for the accelerated filer's next three subsequent quarterly reports will accelerate to 35 days after fiscal quarter end.

Additional Information

You can find the full text of the SEC's final rules at http://www.sec.gov/rules/final/33-8507.htm. You can find discussion of other recent laws, regulations and rule proposals of interest to public companies on our website.