The SEC has determined that a smaller reporting company is as follows:
See
Exchange Act Rule 12b-2. A smaller reporting company is defined as "an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: had a public float of less than $75 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or in the case of an initial registration statement under the Securities Act or Exchange Act for shares of its common equity, had a public float of less than $75 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $50 million during the most recently completed fiscal year for which audited financial statements are available." Whether or not an issuer is a smaller reporting company is determined on an annual basis.
and would direct you to pages 70, 71, and 72 of the following link:
http://www.sec.gov/rules/final/2010/33-9136.pdf
Therefore, we are delaying implementation for companies that meet the definition of smaller reporting company in Exchange Act Rule 12b-2. New Rule 14a-11 will become effective for these companies three years after the date that the rules become effective for companies other than smaller reporting companies.
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Be well
