An issuing company with a “333” SEC file number prefix may be a mandatory filer in one year and a voluntary filer in the next year. A voluntary filer is treated as a non-reporting company for purposes of Rule 144. An issuing company with a “333” SEC file number prefix is a mandatory filer on in fiscal years when it has a registration statement on Form S-1, or an amendment thereto, go effective and in fiscal years the first day of which it had 300 or more stockholders of record. The number of stockholders of record for the current fiscal year can be assumed based on disclosure in the annual report on Form 10-K for the previous fiscal year, whether that information in Item 5 of the report is as of the last day of that fiscal year or a more current date (the most recent practicable date). This is the best and only public source of this information even though it is not specifically for the “first day” of the current fiscal year. As long as there is a significant differential in excess of 300, it would be unlikely for the number to drop below 3oo overnight or jump to 300 if the information is more current.
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