(The news featured below is a selection from the news covered in Federal Securities Law Reporter, which is distributed to subscribers of Federal Securities Law Reporter.)

Commission Considers Changes to Form D, S-3

The SEC was scheduled to consider several rulemaking initiatives at an open meeting on December 11, 2007. Initially, the Commission announced that it will not consider approval of the Public Company Accounting Oversight Board's 2008 budget and its annual accounting support fee at this meeting.

The Commission will also consider whether to adopt amendments to expand the eligibility requirements of Form S-3 and Form F-3 to permit registration of primary offerings by companies with a public float of less than $75 million, subject to restrictions on the amount of securities sold in any one-year period. The amendments are intended to allow more companies to benefit from the greater flexibility and efficiency in accessing the public securities markets afforded by Form S-3 and Form F-3 without compromising investor protection. The changes would not extend to shell companies, however, which would be prohibited from using Form S-3 and Form F-3 for primary offerings until 12 calendar months after they cease being shell companies.

The SEC-chartered Advisory Committee on Smaller Public Companies had previously expressed its view that "the reporting obligations of smaller public companies, combined with the widespread accessibility over the Internet of documents filed with the Commission, have lessened the need to retain the public float standard in Form S-3." In the Advisory Committee's view, according to the SEC, "the Exchange Act reporting obligations of smaller public companies are comparable today to even the largest reporting companies," and, therefore, "compliance with these disclosure requirements should be sufficient to protect investors and inform the marketplace about developments in these companies."

The Commission will also consider the adoption of revisions to Form D and mandate electronic filing of Form D, the official notice of an offering of securities made without registration under the Securities Act in reliance on an exemption provided by Regulation D. The proposed rules are intended to ease the costs and burdens of preparing and filing Form D information. As proposed, issuers would file Form D information electronically through a new filing system accessible through the Internet.

In proposing the changes, the SEC noted that much of the information required by Form D appears to be useful and justified in the interests of investor protection and capital formation, but recognized that "some useful information that could be required by Form D currently is not required." In addition, Form D currently requires some information that may no longer be useful, in the SEC's view. The Commission also stated that "the absence of an electronic system for filing Form D information prevents issuers from filing through efficient modern methods and limits the usefulness of the information collected on Form D."

Finally, the Commission will consider whether to publish a concept release to solicit public comment concerning possible revisions to the oil and gas reserves disclosure requirements. These requirements exist in their current form in Item 102 of Regulation S-K and Rule 4-10 of Regulation S-X under the Securities Act and the Exchange Act.