period as the company was required to file such reports and materials, (3) the company has filed an annual report required under Section
13(a) or Section 15(d) of the Exchange Act for its most recently completed fiscal year, (4) the company is not a blank check company, a shell
company or a registrant for a penny stock offering and (5) the company is not registering an offering that effectuates a business
combination transaction).
Request for Comments on Other Forms and Filers. The amendment that permits forward incorporation by reference does not include
other, similar registration statements, such as Form S11 and Form F1. In addition, the amendment limits forward incorporation by
reference in Form S1 to smaller reporting companies. The amendment permitting omission of certain financial information is limited to
EGCs filing IPO registration statements on Form S1 or Form F1. The SEC has invited comment on whether either of these amendments
should be extended to other classes of registrants or other forms under SEC rules. Comments should be received by the SEC on or before
February 18, 2016.
Author: John O. Newell
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For more information about the contents of this alert,
please contact:
John Newell
Counsel
+1 617 570 1475
jnewell@goodwinprocter.com
AnYen Hu
Partner
+1 650 752 3185
ahu@goodwinprocter.com
© 2016 Goodwin Procter LLP. All rights reserved. This informational piece, which may be considered advertising under the ethical rules of
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by Goodwin Procter LLP, Goodwin Procter (UK) LLP or their attorneys. Prior results do not guarantee similar outcome.
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regulated by the Solicitors Regulation Authority.
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