Your SEC Filing Cover Page is (Probably) Wrong!

By: David M. Eaton

If you blinked, you may have missed this one—in a release deceptively titled “Inflation Adjustments and Other Technical Amendments Under Titles I and III of the JOBS Act,” the SEC amended the cover pages of a slew of its forms, including Securities Exchange Act Forms 10-K, 10-Q and 8-K, and Securities Act Forms S-1, S-3 and S-8.  These amendments were effective April 12, 2017, so most forms public companies would have filed since then should have had a slightly different cover page than comparable forms filed before that date.

The amendments facilitate an SEC registrant identifying itself as an “emerging growth company” (a new-ish category of recently public registrants established by the 2012 JOBS Act that are eligible for various disclosure/reporting and corporate governance breaks). An emerging growth company (“EGC”) must also indicate by check box whether or not it is relying on a particular benefit extended to EGCs—delaying complying with new or revised accounting standards until the time non-public companies are required to adopt them.  See our prior legal alert on the JOBS Act for more on EGCs.

Even though the changes are currently effective, the SEC may not have updated all of the affected forms on its forms list by the time you read this (look at the “Last Updated” column for a date of April 2017 or later to confirm). In light of this, please confer with us if you want to make sure your cover page is compliant.

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