1. The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $75 million or more, but less than $700 million, as of the last business day of the issuer?s most recently completed second fiscal quarter;
   
   
2. The issuer has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months;
   
   
3. The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act; and
   
   
4. The issuer is not eligible to use Forms 10-KSB and 10-QSB for its annual and quarterly reports.

Entering and Exiting Accelerated Filer Status.

1. The determination at the end of the issuer?s fiscal year for whether a nonaccelerated filer becomes an accelerated filer, or whether a non-accelerated filer or accelerated filer becomes a large accelerated filer, governs the deadlines for the annual report to be filed for that fiscal year, the quarterly and annual reports to be filed for the subsequent fiscal year and all annual and quarterly reports to be filed thereafter while the issuer remains an accelerated filer or large accelerated filer.
   
   
2. Once an issuer becomes an accelerated filer, it will remain an accelerated filer unless the issuer determines at the end of a fiscal year that the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of the issuer was less than $50 million, as of the last business day of the issuer?s most recently completed second fiscal quarter. An issuer making this determination becomes a nonaccelerated filer. The issuer will not become an accelerated filer again unless it subsequently meets the conditions in paragraph (1) of this definition.
   
   
3. Once an issuer becomes a large accelerated filer, it will remain a large accelerated filer unless the issuer determines at the end of a fiscal year that the aggregate worldwide market value of the voting and non-voting common equity held by non-affiliates of the issuer was less than $500 million, as of the last business day of the issuer?s most recently completed second fiscal quarter. If the issuer?s aggregate worldwide market value was $50 million or more, but less than $500 million, as of the last business day of the issuer?s most recently completed second fiscal quarter, the issuer becomes an accelerated filer. If the issuer?s aggregate worldwide market value was less than $50 million, as of the last business day of the issuer?s most recently completed second fiscal quarter, the issuer becomes a nonaccelerated filer. An issuer will not become a large accelerated filer again unless it subsequently meets the conditions in paragraph (2) of this definition.
   
   
4. The determination at the end of the issuer?s fiscal year for whether an accelerated filer becomes a nonaccelerated filer, or a large accelerated filer becomes an accelerated filer or a non-accelerated filer, governs the deadlines for the annual report to be filed for that fiscal year, the quarterly and annual reports to be filed for the subsequent fiscal year and all annual and quarterly reports to be filed thereafter while the issuer remains an accelerated filer or non-accelerated filer.

http://www.law.uc.edu/CCL/34ActRls/rule12b-2.html

Be well