I 

113TH CONGRESS 

1ST SESSION H. R. 3623 

To amend certain provisions of the securities laws relating to the treatment 

of emerging growth companies. 

IN THE HOUSE OF REPRESENTATIVES 

NOVEMBER 22, 2013 

Mr. FINCHER (for himself and Mr. DELANEY) introduced the following bill; 

which was referred to the Committee on Financial Services 

A BILL 

To amend certain provisions of the securities laws relating 

to the treatment of emerging growth companies. 

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled, 

3 SECTION 1. SHORT TITLE. 

4 This Act may be cited as the ‘‘Improving Access to 

5 Capital for Emerging Growth Companies Act’’. 

6 SEC. 2. FILING REQUIREMENT FOR PUBLIC FILING PRIOR 

7 TO PUBLIC OFFERING. 

8 Section 6(e)(1) of the Securities Act of 1933 (15 

9 U.S.C. 77f(e)(1)) is amended by striking ‘‘21 days’’ and 

10 inserting ‘‘15 days’’. 


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1 SEC. 3. GRACE PERIOD FOR CHANGE OF STATUS OF 

2 EMERGING GROWTH COMPANIES. 

3 Section 6(e)(1) of the Securities Act of 1933 (15 

4 U.S.C. 77f(e)(1)) is further amended by adding at the end 

5 the following: ‘‘An issuer that was an emerging growth 

6 company at the time it filed a confidential registration 

7 statement for review under this subsection but is no longer 

8 an emerging growth company shall continue to be treated 

9 as an emerging growth company for purposes of this sub10 section through the earlier of the date on which the issuer 

11 consummates its initial public offering pursuant to such 

12 registration statement or the end of the 1-year period be13 ginning on the date that the company is no longer an 

14 emerging growth company.’’. 

15 SEC. 4. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR 

16 EMERGING GROWTH COMPANIES. 

17 Section 102 of the Jumpstart Our Business Startups 

18 Act (Public Law 112–106) is amended by adding at the 

19 end the following: 

20 ‘‘(d) SIMPLIFIED DISCLOSURE REQUIREMENTS.— 

21 With respect to an emerging growth company (as such 

22 term is defined under section 2 of the Securities Act of 

23 1933): 

24 ‘‘(1) REQUIREMENT TO INCLUDE NOTICE ON

25 FORM S–1.—Not later than 30 days after the date 

26 of enactment of this subsection, the Securities and 


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1 Exchange Commission shall revise its general in2 structions on Form S–1 to indicate that a registra3 tion statement filed (or submitted for confidential 

4 review) by an issuer prior to an initial public offer5 ing may omit financial information for historical pe6 riods otherwise required by regulation S–X (17 

7 C.F.R. 210.1–01 et seq.) as of the time of filing (or 

8 confidential submission) of such registration state9 ment, provided that— 

10 ‘‘(A) prior to the issuer distributing a pre11 liminary prospectus to investors, such registra12 tion statement is amended to include all rel13 evant periods required at the date of such 

14 amendment; and 

15 ‘‘(B) the issuer reasonably believes such fi16 nancial disclosure will no longer be required to 

17 be included in the Form S–1 at the time of the 

18 contemplated offering. 

19 ‘‘(2) RELIANCE BY ISSUERS.—Effective 30 days 

20 after the date of enactment of this subsection, an 

21 issuer filing a registration statement (or submitting 

22 the statement for confidential review) utilizing Form 

23 S–1 may omit financial information for historical pe24 riods otherwise required by regulation S–X (17 

25 C.F.R. 210.1–01 et seq.) as of the time of filing (or 


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1 confidential submission) of such registration state2 ment, provided that prior to the public filing of 

3 Form S–1, such registration statement is amended 

4 to include all relevant periods required at the date 

5 of such amendment.’’. 

6 SEC. 5. FILING REQUIREMENTS FOR FOLLOW-ON OFFER7 INGS. 

8 Section 6(e) of the Securities Act of 1933 (15 U.S.C. 

9 77f(e)) is further amended by adding at the end the fol10 lowing: 

11 ‘‘(3) FOLLOW-ON OFFERINGS.—An emerging 

12 growth company may, within 1 year of the com13 pany’s initial public offering, confidentially submit to 

14 the Commission a draft registration statement for 

15 any securities to be issued subsequent to its initial 

16 public offering, for confidential nonpublic review by 

17 the staff of the Commission prior to publicly filing 

18 a registration statement, provided that the initial 

19 confidential submission and all amendments thereto 

20 shall be publicly filed with the Commission not later 

21 than 2 days before the date on which the emerging 

22 growth company issues such securities.’’. 

Æ 


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