On September 15, 2010, the SEC adopted amendments to its rules and forms to conform them to new Section 404(c) of the Sarbanes-Oxley Act, as added by Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).

Section 404(c) provides that the auditor attestation report on internal controls over financial reporting required in annual reports under Section 404(b) of the Sarbanes-Oxley Act shall not apply with respect to any audit report of an issuer that is neither an accelerated filer nor a large accelerated filer as defined in Rule 12b-2 under the Securities Exchange Act of 1934.

Prior to enactment of the Dodd-Frank Act, a non-accelerated filer (a company with a public equity float under $75 million) would have been required under Item 308 of Regulation S-K to include an auditor attestation report in the filer’s annual report filed with the SEC for fiscal years ending on or after June 15, 2010.

All issuers, including non-accelerated filers, continue to be subject to the requirements of Section 404(a) of the Sarbanes-Oxley Act which requires that an issuer’s annual report include a management’s report on the issuer’s internal control over financial reporting.