On September 30, the Division of Corporation Finance of the Securities and Exchange Commission issued new compliance and disclosure interpretations (C&DIs).

The new C&DIs comprise the Division of Corporation Finance’s interpretations of the registration and reporting provisions of the Exchange Act and republish and update previously published telephone interpretations. The new C&DIs have been published in three sections—Exchange Act Sections, Exchange Act Forms and Exchange Act Rules.

Among the new or republished C&DIs are several relating to the Section 12(g) registration process including guidance on the withdrawal of a Form 10 Registration Statement; the requirement to deregister unsold securities on existing Form S-3 and Form S-8 Registration Statements in order to rely on the automatic reporting suspension contained in Section 15(d) of the Exchange Act; several C&DIs with respect to the use of a Form 8-A; confirmation that although Instruction G(3) to Form 10-K indicates that Regulation S-K Item 401 information be included in Part 1 of Form 10-K, such information may be included in Part 3 of Form 10-K; confirmation that a Form 12(b)-25 should be filed even when the issuer anticipates filing the related periodic report after the Rule 12b-25 extension period terminates; interpretations related to transitions from accelerated filer to smaller reporting company and vice versa; and confirmation that during the Rule 12b-25 extension period a company may continue to use an already effective Form S-3 to make offers and sales assuming the Form S-3 contains a valid section 10(a) prospectus.