With the downturn in the economy several years ago, many smaller public companies found themselves unable to attract equity investment. Even with the reduced filing requirements the SEC allowed for smaller reporting companies (SRC’s) many were unable to maintain their current filing status. With the continuing turn around of the economy some of that equity investment capital is returning, and now those SRC’s want to begin trading again, but to do so they have to become current in their filings. Some have not been current for many years and the prospect of having to do a ‘catch-up’ is daunting to say the least if not completely cost prohibitive. The SEC has a Delinquent Filers Program with three options, and upon filing the delinquent reports the Company will satisfy the current information requirement of Rule 144 and the ‘filed all reports’ requirement for use of Form S-8
1. Option A. – File all past due reports. These reports should be updated to the date of filing. Correspondingly, each report will be very similar which simplifies the process. The MD&A should also include a section discussing the financial statements for that specific period.
2. Option B – Request permission from the office of the Chief Accountant at Corp Fin to file a Multi-year Comprehensive Form 10K. The difficulty here lies in the detailed information required to be filed with Corp Fin when requesting to file the Comprehensive Form 10K
3. Option C – File Form 16 terminating your registration and immediately file a Form 10 Registration Statement. To do so the Company must have less than $10mm in assets and fewer than 300 shareholders. Two years of audited financials will be required with the Form 10. (This is an attractive solution for Companys that have been delinquent for more than 2 years.)
Finally, and most importantly – retain great securities counsel to assist in your analysis and walk you through. Good luck!!!