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New E-mail System Required for Non-Public IPO Statements

Joe Mont | May 14, 2012

Initially limited to hard copy mailings, emerging growth companies will now need to submit non-public draft registration statements to the SEC though a new “secure e-mail system.”

As spelled out in the recently passed JOBS Act, an emerging growth company – a pre-IPO issuer with annual gross revenues of less than $1 billion during its most recently completed fiscal year --may submit a draft registration statement for confidential review. The ability to work with the SEC under-the-radar prior to opening up their books for an investor roadshow is also offered to foreign private issuers (FPIs).

The catch was that the legislation was a step ahead of the SEC's technology and there was no means to segment the EDGAR database by public and non-public filings and correspondence.

On Monday, May 14, the SEC's Division of Corporation Finance announced that a new e-mail system is both up-and-running and mandatory. Previously, companies needed to submit their draft registration statement on a text-searchable PDF file burned to a CD or DVD, or resort to paper submissions.

All draft submissions must now be in text searchable PDF format and should include a transmittal letter identifying the issuer and the type of submission. Emerging Growth Companies should confirm their status as an EGC in their transmittal letters. The SEC will confirm receipt of submissions via secure e-mail.