81_FR_4087 81 FR 4072 - Agency Information Collection Activities; Submission for OMB Review; Comment Request; Simplification of Disclosure Requirements for Emerging Growth Companies and Forward Incorporation by Reference on Form S-1 for Smaller Reporting Companies

81 FR 4072 - Agency Information Collection Activities; Submission for OMB Review; Comment Request; Simplification of Disclosure Requirements for Emerging Growth Companies and Forward Incorporation by Reference on Form S-1 for Smaller Reporting Companies

SECURITIES AND EXCHANGE COMMISSION
Office of the Secretary

Federal Register Volume 81, Issue 15 (January 25, 2016)

Page Range4072-4074
FR Document2016-01304

The Securities and Exchange Commission (``Commission'') has submitted the sponsored information collection request (ICR) titled, ``Simplification of Disclosure Requirements for Emerging Growth Companies and Forward Incorporation by Reference on Form S-1 for Smaller Reporting Companies,'' to the Office of Management and Budget (OMB) for review and clearance under the emergency processing procedures in accordance with the Paperwork Reduction Act of 1995 (Pub. L. 104-13, 44 U.S.C. Chapter 35) (``PRA'') and 5 CFR 1320.13. OMB approval has been requested by January 19, 2016. In addition, this notice solicits comment on the three-year extension of the same information collection under 5 CFR 1320.12.

Federal Register, Volume 81 Issue 15 (Monday, January 25, 2016)
[Federal Register Volume 81, Number 15 (Monday, January 25, 2016)]
[Notices]
[Pages 4072-4074]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-01304]


=======================================================================
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SECURITIES AND EXCHANGE COMMISSION

Office of the Secretary


Agency Information Collection Activities; Submission for OMB 
Review; Comment Request; Simplification of Disclosure Requirements for 
Emerging Growth Companies and Forward Incorporation by Reference on 
Form S-1 for Smaller Reporting Companies

ACTION: Notice.

-----------------------------------------------------------------------

SUMMARY: The Securities and Exchange Commission (``Commission'') has 
submitted the sponsored information collection request (ICR) titled, 
``Simplification of Disclosure Requirements for Emerging Growth 
Companies and Forward Incorporation by Reference on Form S-1 for 
Smaller Reporting Companies,'' to the Office of Management and Budget 
(OMB) for review and clearance under the emergency processing 
procedures in accordance with the Paperwork Reduction Act of 1995 (Pub. 
L. 104-13, 44 U.S.C. Chapter 35) (``PRA'') and 5 CFR 1320.13. OMB 
approval has been requested by January 19, 2016. In addition, this 
notice solicits comment on the three-year extension of the same 
information collection under 5 CFR 1320.12.

ADDRESSES: A copy of this ICR with applicable supporting documentation, 
including a description of the likely respondents, proposed frequency 
of response, and estimated total burden may be obtained free of charge 
from the RegInfo.gov Web site at http://www.reginfo.gov/public/do/PRAMain.
    OMB Control Numbers 3235-0065 (Form S-1) and 3235-0258 (Form F-1)
    Comments should be directed to: (i) Desk Officer for the Securities 
and Exchange Commission, Office of Information and Regulatory Affairs, 
Office of Management and Budget, Room 10102, New Executive Office 
Building, Washington, DC 20503, or by sending an email to: 
Shagufta_Ahmed@omb.eop.gov; and (ii) Pamela Dyson, Director/Chief 
Information Officer, Securities and Exchange Commission, c/o Remi 
Pavlik-Simon, 100 F Street NE., Washington, DC 20549 or send an email 
to: PRA_Mailbox@sec.gov.

SUPPLEMENTARY INFORMATION: The Securities and Exchange Commission 
(``Commission'') is requesting that OMB authorize emergency processing 
of the submission of collection of information for ``Simplification of 
Disclosure Requirements for Emerging Growth Companies and Forward 
Incorporation by Reference on Form S-1 for Smaller Reporting 
Companies.'' This request should also serve to notify the public that 
the Commission is seeking PRA approval from OMB on an emergency basis 
for the collections of information associated with the interim final 
rule amendments to Form S-1 and Form F-1 adopted by the Commission on 
January 13, 2016 \1\ to implement Sections 71003 and 84001 of the 
Fixing America's Surface Transportation (``FAST'') Act, which was 
enacted on December 4, 2015.\2\ In addition, the Commission is 
providing notice of the three-year extension under 5 CFR 1320.12.
---------------------------------------------------------------------------

    \1\ See Release No. 33-10003 [81 FR 2743].
    \2\ Public Law 114-94.
---------------------------------------------------------------------------

    As adopted, the amendments implement Sections 71003 and 84001 of 
the FAST Act, which require that the Commission revise Forms S-1 and F-
1, OMB Control Numbers, 3235-0065 (Form S-1) and 3235-0258 (Form F-1), 
to permit emerging growth companies to omit financial information for 
certain historical periods and revise Form S-1 to permit forward 
incorporation by reference for smaller reporting companies.
    Form S-1 (17 CFR 239.11) is the form used by domestic issuers to 
register the offer and sale of securities under the Securities Act of 
1933 (15 U.S.C. 77a et seq.) when no other form is authorized or 
prescribed, and Form F-1 (17 CFR 239.31) is the corresponding form used 
by foreign private issuers. Item 512 of Regulation S-K (17 CFR 229.512) 
describes the undertakings that an issuer must include in a 
registration statement.
    The amendments revise Form S-1 and Form F-1 to make them conform to 
the requirements in Sections 71003 and 84001 of the FAST Act. Section 
71003 of the FAST Act allows an emerging growth company that is filing 
a registration statement (or submitting the registration statement for 
confidential review) on Form S-1 or Form F-1 to omit financial 
information for historical periods otherwise required by Regulation S-X 
if it reasonably believes the omitted information will not be required 
to be included in the filing at the time of the contemplated offering, 
so long as the issuer amends the registration statement prior to 
distributing a preliminary prospectus to include all financial 
information required by Regulation S-X at the time of the amendment. 
The amendments revise the general instructions to Form S-1 and Form F-1 
to reflect this self-executing change, as directed by Section 71003.

[[Page 4073]]

    Section 84001 of the FAST Act requires the Commission to revise 
Form S-1 to permit a smaller reporting company to incorporate by 
reference into its registration statement any documents filed by the 
issuer subsequent to the effective date of the registration statement. 
The amendments add a new paragraph to Item 12 of Form S-1 and make a 
conforming change to Item 512(a) of Regulation S-K to effect this 
provision.
    The Commission, for good cause, found that notice and comment were 
unnecessary because the amendments merely conform the specified forms 
to the requirements of a newly enacted statute, the FAST Act. The 
amendments revised the Commission's forms to make them consistent with 
the provisions of the FAST Act pertaining to simplified disclosure 
requirements for emerging growth companies and forward incorporation by 
reference for smaller reporting companies on Form S-1 and therefore did 
not involve the exercise of Commission discretion. Section 71003 of the 
FAST Act was effective 30 days after enactment, and Section 84001 
required the Commission to revise Form S-1 within 45 days of enactment. 
The Commission also found there was good cause for the amendments to 
take effect on January 19, 2016 because without the amendments the 
Commission's applicable forms did not conform to the requirements of 
Sections 71003 and 84001 of the FAST Act. Additionally, the Commission 
found that the amendments relieve restrictions in the Commission's 
forms.
    This information collection is subject to the PRA. A federal agency 
generally cannot conduct or sponsor a collection of information, and 
the public is generally not required to respond to an information 
collection, unless it is approved by the OMB under the PRA and displays 
a currently valid OMB Control Number. In addition, notwithstanding any 
other provisions of law, no person shall generally be subject to 
penalty for failing to comply with a collection of information if the 
collection of information does not display a valid OMB Control Number. 
See 5 CFR 1320.5(a) and 1320.6. The SEC obtains OMB approval for this 
information collection under OMB ICR Reference Numbers 201409-3235-039 
(Form S-1) and 201407-3235-008 (Form F-1).
    Interested parties are encouraged to send comments to the OMB, 
Office of Information and Regulatory Affairs at the address shown in 
the ADDRESSES section within 15 days of publication of this notice in 
the Federal Register. In order to help ensure appropriate 
consideration, comments should reference OMB Control Numbers 3235-0065 
(Form S-1) and 3235-0258 (Form F-1). The OMB is particularly interested 
in comments that:
     Evaluate whether the proposed collection of information is 
necessary for the proper performance of the functions of the agency, 
including whether the information will have practical utility;
     Evaluate the accuracy of the agency's estimate of the 
burden of the proposed collection of information, including the 
validity of the methodology and assumptions used;
     Enhance the quality, utility, and clarity of the 
information to be collected; and
     Minimize the burden of the collection of information on 
those who are to respond, including through the use of appropriate 
automated, electronic, mechanical, or other technological collection 
techniques or other forms of information technology, e.g., permitting 
electronic submission of responses.
    For purposes of the PRA, we estimate the total annual decrease in 
the paperwork burden for all affected issuers to comply with our 
collection of information requirements to be approximately 70,214 hours 
of company personnel time and the reduction in cost to be approximately 
$84,256,400 for the services of outside professionals. These estimates 
include the time and cost of preparing and reviewing disclosure, filing 
documents, and retaining records. We estimate that 25% of the burden of 
preparation is carried by the issuer internally and is reflected in 
hours, and that 75% of the burden is carried by outside professionals 
retained by the issuer at an average cost of $400 per hour.\3\ Our 
methodologies for deriving the above estimates are discussed below.
---------------------------------------------------------------------------

    \3\ Consistent with other recent rulemakings, we estimate an 
average hourly rate of $400 for hiring outside professionals to 
assist issuers in preparing disclosures and conducting registered 
offerings.
---------------------------------------------------------------------------

1. Omission of Financial Information for Historical Periods by Emerging 
Growth Companies

    For purposes of the PRA, we estimate that the amendment to allow 
emerging growth companies to omit financial information for historical 
periods that the issuer reasonably believes will not be required to be 
included in the Form S-1 or F-1 at the time of the contemplated 
offering would reduce incrementally the annual paperwork burden by 
approximately 17,089 hours of issuer personnel time and by a cost of 
approximately $20,506,400 for the services of outside professionals. 
The estimate reflects the reduction in disclosure preparation time 
resulting from the omission of one year of audited financial statements 
\4\ multiplied by the average number of Forms S-1 and F-1 filed by 
emerging growth companies over a three-year period.\5\
---------------------------------------------------------------------------

    \4\ We estimated the audit fee for emerging growth companies by 
using the median audit fee of $46,300 for smaller reporting 
companies. See John Pakaluk, Audit Fees for Smaller Reporting 
Companies, AUDIT ANALYTICS (Feb. 26, 2015), http://www.auditanalytics.com/blog/audit-fees-for-smaller-reporting-companies.
    \5\ The number of responses equals the average number of Forms 
S-1 or Form F-1, respectively, filed by emerging growth companies 
(EGCs) during a three-year period. In 2012, EGCs filed 295 Forms S-
1; in 2013, EGCs filed 404 Forms S-1; and in 2014, EGCs filed 504 
Forms S-1. In 2012, EGCs filed 25 Forms F-1; in 2013, EGCs filed 31 
Forms F-1; and in 2014, EGCs filed 65 Forms F-1.
    \6\ We estimate that $46,300 divided by $400, or 116 hours, 
represents the cost of services of outside professionals, or 75% of 
the burden, and we estimate that the reduction in burden hours for 
the issuer equals 39 hours, or 25% of the burden. These estimates 
were rounded up to nearest whole hour.

    Table 1--Revised PRA Burden Under the Amendment Permitting Emerging Growth Companies To Omit Financial Information for Certain Historical Periods
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                            Incremental        Total
                                                             Number of     burden hours     incremental     25% company         75%        Professional
                                                             responses       \6\/form      burden hours                    professional        costs
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     (A)             (B)     (C) = (A) *     (D) = (C) *  E = (C) * 0.75     (F) = (E) *
                                                                                                     (B)            0.25                            $400
--------------------------------------------------------------------------------------------------------------------------------------------------------
Form S-1................................................             401           (155)        (62,155)        (15,539)        (46,616)   $(18,646,400)
Form F-1................................................              40           (155)         (6,200)         (1,550)         (4,650)    $(1,860,000)
                                                         -----------------------------------------------------------------------------------------------

[[Page 4074]]

 
Total...................................................  ..............  ..............        (68,355)        (17,089)  ..............   $(20,506,400)
--------------------------------------------------------------------------------------------------------------------------------------------------------

2. Forward Incorporation by Reference on Form S-1 by Smaller Reporting 
Companies

    For purposes of the PRA, we estimate that all smaller reporting 
companies will take advantage of the election to forward incorporate by 
reference. We estimate that the amendments to permit smaller reporting 
companies to incorporate by reference into the prospectus contained in 
the registration statement on Form S-1 all documents subsequently filed 
by the issuer with the Commission after the effective date of the 
registration statement would reduce incrementally the annual paperwork 
burden by approximately 53,125 hours of issuer personnel time and by a 
cost of approximately $63,750,000 for the services of outside 
professionals. The estimate reflects the decrease in disclosure 
preparation time by eliminating the need to file certain post-effective 
amendments when that information is disclosed in Exchange Act filings 
after the effectiveness of the Form S-1. We estimate that forward 
incorporation by reference would reduce the paperwork burden in Form S-
1 for smaller reporting companies by 212,500 hours on the assumption 
that the burden to complete a Form S-1 that incorporates by reference 
would be the same as the burden currently imposed by Form S-3 (472 
hours). Therefore, the amount of time eliminated for each Form S-1 that 
incorporates by reference would be 500 hours (972 hours for a Form S-1 
that does not incorporate information by reference minus 472 hours for 
a Form S-1 that does incorporate information by reference).

         Table 2--Revised PRA Burden Under the Amendment Permitting Smaller Reporting Companies To Forward Incorporate by Reference on Form S-1
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                            Incremental        Total
                                                             Number of     burden hours/    incremental     25% company         75%        Professional
                                                           responses \7\       Form        burden hours                    professional        costs
--------------------------------------------------------------------------------------------------------------------------------------------------------
                                                                     (A)             (B)     (C) = (A) *      (D) = (C)*  E = (C) * 0.75     (F) = (E) *
                                                                                                     (B)            0.25                            $400
--------------------------------------------------------------------------------------------------------------------------------------------------------
Form S-1................................................             425           (500)       (212,500)        (53,125)       (159,375)   $(63,750,000)
--------------------------------------------------------------------------------------------------------------------------------------------------------

    Title of Collection: Simplification of Disclosure Requirements for 
Emerging Growth Companies and Forward Incorporation by Reference on 
Form S-1 for Smaller Reporting Companies.
---------------------------------------------------------------------------

    \7\ The number of responses equals the average number of Forms 
S-1 filed by smaller reporting companies (SRCs) during a three-year 
period. In 2012, SRCs filed 394 Forms S-1; in 2013, SRCs filed 432 
Forms S-1; and in 2014, SRCs filed 448 Forms S-1.
---------------------------------------------------------------------------

    OMB Control Numbers: 3235-0065 (Form S-1) and 3235-0258 (Form F-1).
    Type of Review: Emergency.
    Requested Duration of Authorization: 6 Months.

    Dated: January 19, 2016.
Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-01304 Filed 1-22-16; 8:45 am]
BILLING CODE 8011-01-P



                                                    4072                          Federal Register / Vol. 81, No. 15 / Monday, January 25, 2016 / Notices

                                                    the FY 2015 competitive product                         SECURITIES AND EXCHANGE                                by Reference on Form S–1 for Smaller
                                                    revenue and expenses, the net                           COMMISSION                                             Reporting Companies.’’ This request
                                                    competitive products income before tax,                                                                        should also serve to notify the public
                                                    and the assumed Federal income tax on                   Office of the Secretary                                that the Commission is seeking PRA
                                                    that income.                                                                                                   approval from OMB on an emergency
                                                                                                            Agency Information Collection                          basis for the collections of information
                                                    II. Notice of Commission Action                         Activities; Submission for OMB                         associated with the interim final rule
                                                                                                            Review; Comment Request;                               amendments to Form S–1 and Form F–
                                                       In accordance with 39 CFR 3060.42,                   Simplification of Disclosure                           1 adopted by the Commission on
                                                    the Commission establishes Docket No.                   Requirements for Emerging Growth                       January 13, 2016 1 to implement
                                                    T2016–1 to review the calculation of the                Companies and Forward Incorporation                    Sections 71003 and 84001 of the Fixing
                                                    assumed Federal income tax and                          by Reference on Form S–1 for Smaller                   America’s Surface Transportation
                                                    supporting documentation.                               Reporting Companies                                    (‘‘FAST’’) Act, which was enacted on
                                                       The Commission invites comments on                   ACTION:   Notice.                                      December 4, 2015.2 In addition, the
                                                    whether the Postal Service’s filing in                                                                         Commission is providing notice of the
                                                    this docket is consistent with the                      SUMMARY:   The Securities and Exchange                 three-year extension under 5 CFR
                                                    policies of 39 U.S.C. 3634 and 39 CFR                   Commission (‘‘Commission’’) has                        1320.12.
                                                    3060.40 et seq. Comments are due no                     submitted the sponsored information                       As adopted, the amendments
                                                    later than March 24, 2016. The Postal                   collection request (ICR) titled,                       implement Sections 71003 and 84001 of
                                                    Service’s filing can be accessed via the                ‘‘Simplification of Disclosure                         the FAST Act, which require that the
                                                                                                            Requirements for Emerging Growth                       Commission revise Forms S–1 and F–1,
                                                    Commission’s Web site (http://
                                                                                                            Companies and Forward Incorporation                    OMB Control Numbers, 3235–0065
                                                    www.prc.gov).                                                                                                  (Form S–1) and 3235–0258 (Form F–1),
                                                                                                            by Reference on Form S–1 for Smaller
                                                       The Commission appoints Jennaca D.                   Reporting Companies,’’ to the Office of                to permit emerging growth companies to
                                                    Upperman to serve as Public                             Management and Budget (OMB) for                        omit financial information for certain
                                                    Representative in this docket.                          review and clearance under the                         historical periods and revise Form S–1
                                                                                                            emergency processing procedures in                     to permit forward incorporation by
                                                    III. Ordering Paragraphs                                                                                       reference for smaller reporting
                                                                                                            accordance with the Paperwork
                                                      It is ordered:                                        Reduction Act of 1995 (Pub. L. 104–13,                 companies.
                                                                                                            44 U.S.C. Chapter 35) (‘‘PRA’’) and 5                     Form S–1 (17 CFR 239.11) is the form
                                                      1. The Commission establishes Docket                                                                         used by domestic issuers to register the
                                                    No. T2016–1 to consider the calculation                 CFR 1320.13. OMB approval has been
                                                                                                            requested by January 19, 2016. In                      offer and sale of securities under the
                                                    of the assumed Federal income tax on                                                                           Securities Act of 1933 (15 U.S.C. 77a et
                                                                                                            addition, this notice solicits comment
                                                    competitive products for FY 2015.                                                                              seq.) when no other form is authorized
                                                                                                            on the three-year extension of the same
                                                      2. Pursuant to 39 U.S.C. 505, Jennaca                 information collection under 5 CFR                     or prescribed, and Form F–1 (17 CFR
                                                    D. Upperman is appointed to serve as an                 1320.12.                                               239.31) is the corresponding form used
                                                    officer of the Commission to represent                                                                         by foreign private issuers. Item 512 of
                                                                                                            ADDRESSES: A copy of this ICR with                     Regulation S–K (17 CFR 229.512)
                                                    the interests of the general public in this             applicable supporting documentation,
                                                    proceeding (Public Representative).                                                                            describes the undertakings that an
                                                                                                            including a description of the likely                  issuer must include in a registration
                                                      3. Comments are due no later than                     respondents, proposed frequency of                     statement.
                                                    March 24, 2016.                                         response, and estimated total burden                      The amendments revise Form S–1 and
                                                      4. The Secretary shall arrange for                    may be obtained free of charge from the                Form F–1 to make them conform to the
                                                    publication of this order in the Federal                RegInfo.gov Web site at http://                        requirements in Sections 71003 and
                                                    Register.                                               www.reginfo.gov/public/do/PRAMain.                     84001 of the FAST Act. Section 71003
                                                                                                               OMB Control Numbers 3235–0065                       of the FAST Act allows an emerging
                                                      By the Commission.                                    (Form S–1) and 3235–0258 (Form F–1)                    growth company that is filing a
                                                    Stacy L. Ruble,                                            Comments should be directed to: (i)                 registration statement (or submitting the
                                                    Secretary.                                              Desk Officer for the Securities and                    registration statement for confidential
                                                    [FR Doc. 2016–01335 Filed 1–22–16; 8:45 am]
                                                                                                            Exchange Commission, Office of                         review) on Form S–1 or Form F–1 to
                                                                                                            Information and Regulatory Affairs,                    omit financial information for historical
                                                    BILLING CODE 7710–FW–P
                                                                                                            Office of Management and Budget,                       periods otherwise required by
                                                                                                            Room 10102, New Executive Office                       Regulation S–X if it reasonably believes
                                                                                                            Building, Washington, DC 20503, or by                  the omitted information will not be
                                                                                                            sending an email to: Shagufta_Ahmed@                   required to be included in the filing at
                                                                                                            omb.eop.gov; and (ii) Pamela Dyson,                    the time of the contemplated offering, so
                                                                                                            Director/Chief Information Officer,                    long as the issuer amends the
                                                                                                            Securities and Exchange Commission, c/                 registration statement prior to
                                                                                                            o Remi Pavlik-Simon, 100 F Street NE.,                 distributing a preliminary prospectus to
                                                                                                            Washington, DC 20549 or send an email                  include all financial information
                                                                                                            to: PRA_Mailbox@sec.gov.
asabaliauskas on DSK5VPTVN1PROD with NOTICES




                                                                                                                                                                   required by Regulation S–X at the time
                                                                                                            SUPPLEMENTARY INFORMATION: The                         of the amendment. The amendments
                                                    Assumed Federal Income Tax on Competitive               Securities and Exchange Commission                     revise the general instructions to Form
                                                    Products, January 19, 2016. The Postal Service also     (‘‘Commission’’) is requesting that OMB
                                                    filed a motion for late acceptance of its submission.
                                                                                                                                                                   S–1 and Form F–1 to reflect this self-
                                                                                                            authorize emergency processing of the                  executing change, as directed by Section
                                                    Motion for Late Acceptance of the Postal Service
                                                    Notice of Submission of the Calculation of the FY
                                                                                                            submission of collection of information                71003.
                                                    2015 Assumed Federal Income Tax on Competitive          for ‘‘Simplification of Disclosure
                                                    Products, January 19, 2016 (Motion). The Motion is      Requirements for Emerging Growth                         1 See   Release No. 33–10003 [81 FR 2743].
                                                    granted.                                                Companies and Forward Incorporation                      2 Public  Law 114–94.



                                               VerDate Sep<11>2014   13:09 Jan 22, 2016   Jkt 238001   PO 00000   Frm 00057   Fmt 4703   Sfmt 4703   E:\FR\FM\25JAN1.SGM     25JAN1


                                                                                         Federal Register / Vol. 81, No. 15 / Monday, January 25, 2016 / Notices                                                             4073

                                                       Section 84001 of the FAST Act                                  approved by the OMB under the PRA                         e.g., permitting electronic submission of
                                                    requires the Commission to revise Form                            and displays a currently valid OMB                        responses.
                                                    S–1 to permit a smaller reporting                                 Control Number. In addition,                                 For purposes of the PRA, we estimate
                                                    company to incorporate by reference                               notwithstanding any other provisions of                   the total annual decrease in the
                                                    into its registration statement any                               law, no person shall generally be subject                 paperwork burden for all affected
                                                    documents filed by the issuer                                     to penalty for failing to comply with a                   issuers to comply with our collection of
                                                    subsequent to the effective date of the                           collection of information if the                          information requirements to be
                                                    registration statement. The amendments                            collection of information does not                        approximately 70,214 hours of company
                                                    add a new paragraph to Item 12 of Form                            display a valid OMB Control Number.                       personnel time and the reduction in cost
                                                    S–1 and make a conforming change to                               See 5 CFR 1320.5(a) and 1320.6. The                       to be approximately $84,256,400 for the
                                                    Item 512(a) of Regulation S–K to effect                           SEC obtains OMB approval for this                         services of outside professionals. These
                                                    this provision.                                                   information collection under OMB ICR                      estimates include the time and cost of
                                                       The Commission, for good cause,                                Reference Numbers 201409–3235–039                         preparing and reviewing disclosure,
                                                    found that notice and comment were                                (Form S–1) and 201407–3235–008                            filing documents, and retaining records.
                                                    unnecessary because the amendments                                (Form F–1).                                               We estimate that 25% of the burden of
                                                    merely conform the specified forms to                               Interested parties are encouraged to                    preparation is carried by the issuer
                                                    the requirements of a newly enacted                               send comments to the OMB, Office of                       internally and is reflected in hours, and
                                                    statute, the FAST Act. The amendments                             Information and Regulatory Affairs at                     that 75% of the burden is carried by
                                                    revised the Commission’s forms to make                            the address shown in the ADDRESSES                        outside professionals retained by the
                                                    them consistent with the provisions of                            section within 15 days of publication of                  issuer at an average cost of $400 per
                                                    the FAST Act pertaining to simplified                             this notice in the Federal Register. In                   hour.3 Our methodologies for deriving
                                                    disclosure requirements for emerging                              order to help ensure appropriate                          the above estimates are discussed
                                                    growth companies and forward                                      consideration, comments should
                                                                                                                                                                                below.
                                                    incorporation by reference for smaller                            reference OMB Control Numbers 3235–
                                                    reporting companies on Form S–1 and                               0065 (Form S–1) and 3235–0258 (Form                       1. Omission of Financial Information
                                                    therefore did not involve the exercise of                         F–1). The OMB is particularly interested                  for Historical Periods by Emerging
                                                    Commission discretion. Section 71003                              in comments that:                                         Growth Companies
                                                                                                                        • Evaluate whether the proposed
                                                    of the FAST Act was effective 30 days                                                                                          For purposes of the PRA, we estimate
                                                                                                                      collection of information is necessary
                                                    after enactment, and Section 84001                                                                                          that the amendment to allow emerging
                                                                                                                      for the proper performance of the
                                                    required the Commission to revise Form                            functions of the agency, including                        growth companies to omit financial
                                                    S–1 within 45 days of enactment. The                              whether the information will have                         information for historical periods that
                                                    Commission also found there was good                              practical utility;                                        the issuer reasonably believes will not
                                                    cause for the amendments to take effect                             • Evaluate the accuracy of the                          be required to be included in the Form
                                                    on January 19, 2016 because without the                           agency’s estimate of the burden of the                    S–1 or F–1 at the time of the
                                                    amendments the Commission’s                                       proposed collection of information,                       contemplated offering would reduce
                                                    applicable forms did not conform to the                           including the validity of the                             incrementally the annual paperwork
                                                    requirements of Sections 71003 and                                methodology and assumptions used;                         burden by approximately 17,089 hours
                                                    84001 of the FAST Act. Additionally,                                • Enhance the quality, utility, and                     of issuer personnel time and by a cost
                                                    the Commission found that the                                     clarity of the information to be                          of approximately $20,506,400 for the
                                                    amendments relieve restrictions in the                            collected; and                                            services of outside professionals. The
                                                    Commission’s forms.                                                 • Minimize the burden of the                            estimate reflects the reduction in
                                                       This information collection is subject                         collection of information on those who                    disclosure preparation time resulting
                                                    to the PRA. A federal agency generally                            are to respond, including through the                     from the omission of one year of audited
                                                    cannot conduct or sponsor a collection                            use of appropriate automated,                             financial statements 4 multiplied by the
                                                    of information, and the public is                                 electronic, mechanical, or other                          average number of Forms S–1 and F–1
                                                    generally not required to respond to an                           technological collection techniques or                    filed by emerging growth companies
                                                    information collection, unless it is                              other forms of information technology,                    over a three-year period.5

                                                          TABLE 1—REVISED PRA BURDEN UNDER THE AMENDMENT PERMITTING EMERGING GROWTH COMPANIES TO OMIT
                                                                               FINANCIAL INFORMATION FOR CERTAIN HISTORICAL PERIODS
                                                                                                                                         Incremental            Total
                                                                                                                   Number of                                                      25%                 75%            Professional
                                                                                                                                           burden           incremental
                                                                                                                   responses                                                    company           professional          costs
                                                                                                                                         hours 6/form      burden hours

                                                                                                                       (A)                   (B)           (C) = (A) * (B)     (D) = (C) *       E = (C) * 0.75        (F) = (E) *
                                                                                                                                                                                  0.25                                    $400

                                                    Form S–1 .................................................                401                  (155)          (62,155)          (15,539)            (46,616)     $(18,646,400)
                                                    Form F–1 .................................................                 40                  (155)           (6,200)           (1,550)             (4,650)      $(1,860,000)
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                                                      3 Consistent with other recent rulemakings, we                  www.auditanalytics.com/blog/audit-fees-for-               filed 25 Forms F–1; in 2013, EGCs filed 31 Forms
                                                    estimate an average hourly rate of $400 for hiring                smaller-reporting-companies.                              F–1; and in 2014, EGCs filed 65 Forms F–1.
                                                    outside professionals to assist issuers in preparing                 5 The number of responses equals the average              6 We estimate that $46,300 divided by $400, or
                                                    disclosures and conducting registered offerings.
                                                      4 We estimated the audit fee for emerging growth
                                                                                                                      number of Forms S–1 or Form F–1, respectively,            116 hours, represents the cost of services of outside
                                                                                                                      filed by emerging growth companies (EGCs) during          professionals, or 75% of the burden, and we
                                                    companies by using the median audit fee of $46,300
                                                    for smaller reporting companies. See John Pakaluk,                a three-year period. In 2012, EGCs filed 295 Forms        estimate that the reduction in burden hours for the
                                                    Audit Fees for Smaller Reporting Companies,                       S–1; in 2013, EGCs filed 404 Forms S–1; and in            issuer equals 39 hours, or 25% of the burden. These
                                                    AUDIT ANALYTICS (Feb. 26, 2015), http://                          2014, EGCs filed 504 Forms S–1. In 2012, EGCs             estimates were rounded up to nearest whole hour.



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                                                    4074                                    Federal Register / Vol. 81, No. 15 / Monday, January 25, 2016 / Notices

                                                          TABLE 1—REVISED PRA BURDEN UNDER THE AMENDMENT PERMITTING EMERGING GROWTH COMPANIES TO OMIT
                                                                           FINANCIAL INFORMATION FOR CERTAIN HISTORICAL PERIODS—Continued
                                                                                                                                                   Incremental                   Total
                                                                                                                         Number of                                                                25%                 75%                  Professional
                                                                                                                                                     burden                  incremental
                                                                                                                         responses                                                              company           professional                costs
                                                                                                                                                   hours 6/form             burden hours

                                                                                                                               (A)                        (B)               (C) = (A) * (B)     (D) = (C) *     E = (C) * 0.75              (F) = (E) *
                                                                                                                                                                                                   0.25                                        $400

                                                    Total .........................................................   ........................   ........................         (68,355)          (17,089)    ........................   $(20,506,400)



                                                    2. Forward Incorporation by Reference                                     the registration statement would reduce                           reduce the paperwork burden in Form
                                                    on Form S–1 by Smaller Reporting                                          incrementally the annual paperwork                                S–1 for smaller reporting companies by
                                                    Companies                                                                 burden by approximately 53,125 hours                              212,500 hours on the assumption that
                                                       For purposes of the PRA, we estimate                                   of issuer personnel time and by a cost                            the burden to complete a Form S–1 that
                                                    that all smaller reporting companies                                      of approximately $63,750,000 for the                              incorporates by reference would be the
                                                    will take advantage of the election to                                    services of outside professionals. The                            same as the burden currently imposed
                                                    forward incorporate by reference. We                                      estimate reflects the decrease in                                 by Form S–3 (472 hours). Therefore, the
                                                    estimate that the amendments to permit                                    disclosure preparation time by                                    amount of time eliminated for each
                                                    smaller reporting companies to                                            eliminating the need to file certain post-                        Form S–1 that incorporates by reference
                                                    incorporate by reference into the                                         effective amendments when that                                    would be 500 hours (972 hours for a
                                                    prospectus contained in the registration                                  information is disclosed in Exchange                              Form S–1 that does not incorporate
                                                    statement on Form S–1 all documents                                       Act filings after the effectiveness of the                        information by reference minus 472
                                                    subsequently filed by the issuer with the                                 Form S–1. We estimate that forward                                hours for a Form S–1 that does
                                                    Commission after the effective date of                                    incorporation by reference would                                  incorporate information by reference).

                                                     TABLE 2—REVISED PRA BURDEN UNDER THE AMENDMENT PERMITTING SMALLER REPORTING COMPANIES TO FORWARD
                                                                                  INCORPORATE BY REFERENCE ON FORM S–1
                                                                                                                                                                                 Total
                                                                                                                                                  Incremental
                                                                                                                         Number of                                           incremental          25%                 75%                  Professional
                                                                                                                                                 burden hours/
                                                                                                                        responses 7                                             burden          company           professional                costs
                                                                                                                                                     Form                        hours

                                                                                                                               (A)                        (B)               (C) = (A) * (B)   (D) = (C)* 0.25   E = (C) * 0.75              (F) = (E) *
                                                                                                                                                                                                                                               $400

                                                    Form S–1 .................................................                          425                     (500)            (212,500)          (53,125)            (159,375)          $(63,750,000)



                                                       Title of Collection: Simplification of                                 SECURITIES AND EXCHANGE                                           prepared by the Exchange. The
                                                    Disclosure Requirements for Emerging                                      COMMISSION                                                        Commission is publishing this notice to
                                                    Growth Companies and Forward                                                                                                                solicit comments on the proposed rule
                                                                                                                              [Release No. 34–76929; File No. SR–Phlx–
                                                    Incorporation by Reference on Form S–                                                                                                       change from interested persons.
                                                                                                                              2016–03]
                                                    1 for Smaller Reporting Companies.                                                                                                          I. Self-Regulatory Organization’s
                                                       OMB Control Numbers: 3235–0065                                         Self-Regulatory Organizations;                                    Statement of the Terms of the Substance
                                                    (Form S–1) and 3235–0258 (Form F–1).                                      NASDAQ OMX PHLX LLC; Notice of                                    of the Proposed Rule Change
                                                                                                                              Filing and Immediate Effectiveness of
                                                       Type of Review: Emergency.                                             Proposed Rule Change To Make                                         The Exchange proposes to make
                                                       Requested Duration of Authorization:                                   Nonsubstantive, Clarifying                                        nonsubstantive, clarifying amendments
                                                    6 Months.                                                                 Amendments to Several Rules Relating                              to several rules relating to clearing of
                                                                                                                              to the Clearing of Exchange Options                               Exchange options transactions.
                                                      Dated: January 19, 2016.                                                                                                                     The text of the proposed rule change
                                                                                                                              Transactions
                                                    Robert W. Errett,                                                                                                                           is available on the Exchange’s Web site
                                                    Deputy Secretary.                                                         January 19, 2016.                                                 at http://
                                                    [FR Doc. 2016–01304 Filed 1–22–16; 8:45 am]                                  Pursuant to section 19(b)(1) of the                            nasdaqomxphlx.cchwallstreet.com/, at
                                                    BILLING CODE 8011–01–P                                                    Securities Exchange Act of 1934                                   the principal office of the Exchange, and
                                                                                                                              (‘‘Act’’),1 and Rule 19b–4 thereunder,2                           at the Commission’s Public Reference
                                                                                                                              notice is hereby given that on January 5,                         Room.
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                                                                                                                              2016, NASDAQ OMX PHLX LLC                                         II. Self-Regulatory Organization’s
                                                                                                                              (‘‘Phlx’’ or ‘‘Exchange’’) filed with the                         Statement of the Purpose of, and
                                                                                                                              Securities and Exchange Commission                                Statutory Basis for, the Proposed Rule
                                                      7 The number of responses equals the average
                                                                                                                              (‘‘SEC’’ or ‘‘Commission’’) the proposed                          Change
                                                    number of Forms S–1 filed by smaller reporting                            rule change as described in Items I, II,
                                                    companies (SRCs) during a three-year period. In                           and III, below, which Items have been                               In its filing with the Commission, the
                                                    2012, SRCs filed 394 Forms S–1; in 2013, SRCs filed                                                                                         Exchange included statements
                                                    432 Forms S–1; and in 2014, SRCs filed 448 Forms                             1 15   U.S.C. 78s(b)(1).                                       concerning the purpose of and basis for
                                                    S–1.                                                                         2 17   CFR 240.19b–4.                                          the proposed rule change and discussed


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Document Created: 2018-02-02 12:35:31
Document Modified: 2018-02-02 12:35:31
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionNotices
ActionNotice.
FR Citation81 FR 4072 

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