To: Fred-beaches who wrote (39237 ) 7/1/1999 4:22:00 PM From: jhild Read Replies (1) | Respond to of 43774
Is PABN qualified to file under the SB regulations?Item 10 -- General a) Application of Regulation S-B. Regulation S-B is the source of disclosure requirements for "small business issuer" filings under the Securities Act of 1933 (the "Securities Act") and the Securities Exchange Act of 1934 (the "Exchange Act") . 1) Definition of small business issuer. A small business issuer is defined as a company that meets all of the following criteria: i) has revenues of less than $25,000,000; [yep] ii) is a U. S. or Canadian issuer; [yep] iii) is not an investment company; and [yep] iv) if a majority owned subsidiary, the parent corporation is also a small business issuer. [n/a] Provided however, that an entity is not a small business issuer if it has a public float (the aggregate market value of the issuer's outstanding voting and non-voting equity held by non-affiliates) of $25,000,000 or more. Note: The public float of a reporting company shall be computed by use of the price at which the stock was last sold, or the average of the bid and asked prices of such stock, on a date within 60 days prior to the end of its most recent fiscal year. The public float of a company filing an initial registration statement under the Exchange Act shall be determined as of a date within 60 days of the date the registration statement is filed. In the case of an initial public offering of securities, public float shall be computed on tile basis of the number of shares outstanding prior to the offering and the estimated public offering price of the securities. [This one is real close though as there are dates in the last 60 for which the float must be quite a bit more than $25M. But at 8¢'s and 324M shares it is right at $25M right now, assuming that the float is not larger.] 2) Entering and Exiting the Small Business Disclosure System. i) A company that meets the definition of small business issuer may use Form SB-2 for registration of its securities under the Securities Act; Form 10-SB for registration of its securities under the Exchange Act; and Forms 10-KSB and 10-QSB for its annual and quarterly reports. ii) For a non-reporting company entering the disclosure system for the first time either by filing a registration statement under the Securities Act on Form SB-2 or a registration statement under the Exchange Act on Form 10-SB, the determination as to whether a company is a small business issuer is made with reference to its revenues during its last fiscal year and public float as of a date within 60 days of the date the registration statement is filed. See Note to paragraph (a) of this Item. law.uc.edu