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, 4072-4074 [2016-01304]
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Federal Register / Vol. 81, No. 15 / Monday, January 25, 2016 / Notices
the FY 2015 competitive product
revenue and expenses, the net
competitive products income before tax,
and the assumed Federal income tax on
that income.
II. Notice of Commission Action
In accordance with 39 CFR 3060.42,
the Commission establishes Docket No.
T2016–1 to review the calculation of the
assumed Federal income tax and
supporting documentation.
The Commission invites comments on
whether the Postal Service’s filing in
this docket is consistent with the
policies of 39 U.S.C. 3634 and 39 CFR
3060.40 et seq. Comments are due no
later than March 24, 2016. The Postal
Service’s filing can be accessed via the
Commission’s Web site (https://
www.prc.gov).
The Commission appoints Jennaca D.
Upperman to serve as Public
Representative in this docket.
III. Ordering Paragraphs
It is ordered:
1. The Commission establishes Docket
No. T2016–1 to consider the calculation
of the assumed Federal income tax on
competitive products for FY 2015.
2. Pursuant to 39 U.S.C. 505, Jennaca
D. Upperman is appointed to serve as an
officer of the Commission to represent
the interests of the general public in this
proceeding (Public Representative).
3. Comments are due no later than
March 24, 2016.
4. The Secretary shall arrange for
publication of this order in the Federal
Register.
By the Commission.
Stacy L. Ruble,
Secretary.
[FR Doc. 2016–01335 Filed 1–22–16; 8:45 am]
asabaliauskas on DSK5VPTVN1PROD with NOTICES
BILLING CODE 7710–FW–P
Assumed Federal Income Tax on Competitive
Products, January 19, 2016. The Postal Service also
filed a motion for late acceptance of its submission.
Motion for Late Acceptance of the Postal Service
Notice of Submission of the Calculation of the FY
2015 Assumed Federal Income Tax on Competitive
Products, January 19, 2016 (Motion). The Motion is
granted.
VerDate Sep<11>2014
13:09 Jan 22, 2016
Jkt 238001
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.
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 https://
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
SUMMARY:
PO 00000
Frm 00057
Fmt 4703
Sfmt 4703
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.
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 selfexecuting change, as directed by Section
71003.
1 See
Release No. 33–10003 [81 FR 2743].
Law 114–94.
2 Public
E:\FR\FM\25JAN1.SGM
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Federal Register / Vol. 81, No. 15 / Monday, January 25, 2016 / Notices
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.
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
TABLE 1—REVISED PRA BURDEN UNDER THE AMENDMENT PERMITTING EMERGING GROWTH COMPANIES TO OMIT
FINANCIAL INFORMATION FOR CERTAIN HISTORICAL PERIODS
Number of
responses
Incremental
burden
hours 6/form
Total
incremental
burden hours
25%
company
75%
professional
Professional
costs
(A)
(B)
(C) = (A) * (B)
(D) = (C) *
0.25
E = (C) * 0.75
(F) = (E) *
$400
asabaliauskas on DSK5VPTVN1PROD with NOTICES
Form S–1 .................................................
Form F–1 .................................................
401
40
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.
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), https://
VerDate Sep<11>2014
13:09 Jan 22, 2016
Jkt 238001
(155)
(155)
(62,155)
(6,200)
www.auditanalytics.com/blog/audit-fees-forsmaller-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
PO 00000
Frm 00058
Fmt 4703
Sfmt 4703
(15,539)
(1,550)
(46,616)
(4,650)
$(18,646,400)
$(1,860,000)
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.
E:\FR\FM\25JAN1.SGM
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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
Number of
responses
Total
incremental
burden hours
25%
company
75%
professional
Professional
costs
(A)
Total .........................................................
Incremental
burden
hours 6/form
(B)
(C) = (A) * (B)
(D) = (C) *
0.25
E = (C) * 0.75
(F) = (E) *
$400
........................
........................
........................
$(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
(68,355)
(17,089)
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).
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 posteffective 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
TABLE 2—REVISED PRA BURDEN UNDER THE AMENDMENT PERMITTING SMALLER REPORTING COMPANIES TO FORWARD
INCORPORATE BY REFERENCE ON FORM S–1
Number of
responses 7
Incremental
burden hours/
Form
Total
incremental
burden
hours
25%
company
75%
professional
Professional
costs
(A)
(B)
(C) = (A) * (B)
(D) = (C)* 0.25
E = (C) * 0.75
(F) = (E) *
$400
(212,500)
(53,125)
(159,375)
Form S–1 .................................................
425
Title of Collection: Simplification of
Disclosure Requirements for Emerging
Growth Companies and Forward
Incorporation by Reference on Form S–
1 for Smaller Reporting Companies.
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.
asabaliauskas on DSK5VPTVN1PROD with NOTICES
BILLING CODE 8011–01–P
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.
13:09 Jan 22, 2016
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–76929; File No. SR–Phlx–
2016–03]
Self-Regulatory Organizations;
NASDAQ OMX PHLX LLC; Notice of
Filing and Immediate Effectiveness of
Proposed Rule Change To Make
Nonsubstantive, Clarifying
Amendments to Several Rules Relating
to the Clearing of Exchange Options
Transactions
January 19, 2016.
[FR Doc. 2016–01304 Filed 1–22–16; 8:45 am]
VerDate Sep<11>2014
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Jkt 238001
Pursuant to section 19(b)(1) of the
Securities Exchange Act of 1934
(‘‘Act’’),1 and Rule 19b–4 thereunder,2
notice is hereby given that on January 5,
2016, NASDAQ OMX PHLX LLC
(‘‘Phlx’’ or ‘‘Exchange’’) filed with the
Securities and Exchange Commission
(‘‘SEC’’ or ‘‘Commission’’) the proposed
rule change as described in Items I, II,
and III, below, which Items have been
1 15
2 17
PO 00000
U.S.C. 78s(b)(1).
CFR 240.19b–4.
Frm 00059
Fmt 4703
Sfmt 4703
$(63,750,000)
prepared by the Exchange. The
Commission is publishing this notice to
solicit comments on the proposed rule
change from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of the Substance
of the Proposed Rule Change
The Exchange proposes to make
nonsubstantive, clarifying amendments
to several rules relating to clearing of
Exchange options transactions.
The text of the proposed rule change
is available on the Exchange’s Web site
at https://
nasdaqomxphlx.cchwallstreet.com/, at
the principal office of the Exchange, and
at the Commission’s Public Reference
Room.
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission, the
Exchange included statements
concerning the purpose of and basis for
the proposed rule change and discussed
E:\FR\FM\25JAN1.SGM
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]]>Agencies
[Federal Register Volume 81, Number 15 (Monday, January 25, 2016)]
[Notices]
[Pages 4072-4074]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2016-01304]
=======================================================================
-----------------------------------------------------------------------
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 https://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\
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\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), https://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
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Incremental Total
Number of burden hours incremental 25% company 75% Professional
responses \6\/form burden hours professional costs
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(A) (B) (C) = (A) * (D) = (C) * E = (C) * 0.75 (F) = (E) *
(B) 0.25 $400
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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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[[Page 4074]]
Total................................................... .............. .............. (68,355) (17,089) .............. $(20,506,400)
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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
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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)
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Title of Collection: Simplification of Disclosure Requirements for
Emerging Growth Companies and Forward Incorporation by Reference on
Form S-1 for Smaller Reporting Companies.
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\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.
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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
