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Union Calendar No. 152 

114TH CONGRESS 

1ST SESSION H. R. 2064 

[Report No. 114–203] 

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

of emerging growth companies. 

IN THE HOUSE OF REPRESENTATIVES 

APRIL 28, 2015 

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

which was referred to the Committee on Financial Services 

JULY 14, 2015 

Reported with an amendment, committed to the Committee of the Whole 

House on the State of the Union, and ordered to be printed 

[Strike out all after the enacting clause and insert the part printed in italic] 

[For text of introduced bill, see copy of bill as introduced on April 28, 2015] 


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•HR 2064 RH

A BILL 

To amend certain provisions of the securities laws relating 

to the treatment of emerging growth companies. 


srobinson on DSK5SPTVN1PROD with BILLS
3 

•HR 2064 RH

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 U.S.C. 

9 77f(e)(1)) is amended by striking ‘‘21 days’’ and inserting 

10 ‘‘15 days’’. 

11 SEC. 3. GRACE PERIOD FOR CHANGE OF STATUS OF EMERG12 ING GROWTH COMPANIES. 

13 Section 6(e)(1) of the Securities Act of 1933 (15 U.S.C. 

14 77f(e)(1)) is further amended by adding at the end the fol15 lowing: ‘‘An issuer that was an emerging growth company 

16 at the time it submitted a confidential registration state17 ment or, in lieu thereof, a publicly filed registration state18 ment for review under this subsection but ceases to be an 

19 emerging growth company thereafter shall continue to be 

20 treated as an emerging market growth company for the pur21 poses of this subsection through the earlier of the date on 

22 which the issuer consummates its initial public offering 

23 pursuant to such registrations statement or the end of the 

24 1-year period beginning on the date the company ceases to 

25 be an emerging growth company.’’. 


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•HR 2064 RH

1 SEC. 4. SIMPLIFIED DISCLOSURE REQUIREMENTS FOR 

2 EMERGING GROWTH COMPANIES. 

3 Section 102 of the Jumpstart Our Business Startups 

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

5 end the following: 

6 ‘‘(d) SIMPLIFIED DISCLOSURE REQUIREMENTS.— 

7 With respect to an emerging growth company (as such term 

8 is defined under section 2 of the Securities Act of 1933): 

9 ‘‘(1) REQUIREMENT TO INCLUDE NOTICE ON

10 FORMS S–1 AND F-1.—Not later than 30 days after the 

11 date of enactment of this subsection, the Securities 

12 and Exchange Commission shall revise its general in13 structions on Forms S–1 and F-1 to indicate that a 

14 registration statement filed (or submitted for con15 fidential review) by an issuer prior to an initial pub16 lic offering may omit financial information for his17 torical periods otherwise required by regulation S–X 

18 (17 C.F.R. 210.1–01 et seq.) as of the time of filing 

19 (or confidential submission) of such registration state20 ment, provided that— 

21 ‘‘(A) the omitted financial information re22 lates to a historical period that the issuer reason23 ably believes will not be required to be included 

24 in the Form S–1 or F-1 at the time of the con25 templated offering; and 


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•HR 2064 RH

1 ‘‘(B) prior to the issuer distributing a pre2 liminary prospectus to investors, such registra3 tion statement is amended to include all finan4 cial information required by such regulation S– 

5 X at the date of such amendment. 

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

7 after the date of enactment of this subsection, an 

8 issuer filing a registration statement (or submitting 

9 the statement for confidential review) on Form S–1 or 

10 Form F-1 may omit financial information for histor11 ical periods otherwise required by regulation S–X (17 

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

13 confidential submission) of such registration state14 ment, provided that— 

15 ‘‘(A) the omitted financial information re16 lates to a historical period that the issuer reason17 ably believes will not be required to be included 

18 in the Form S–1 or Form F-1 at the time of the 

19 contemplated offering; and 

20 ‘‘(B) prior to the issuer distributing a pre21 liminary prospectus to investors, such registra22 tion statement is amended to include all finan23 cial information required by such regulation S– 

24 X at the date of such amendment.’’. 


srobinson on DSK5SPTVN1PROD with BILLS
Union Calendar No. 152 

114TH CONGRESS 

1ST SESSION H. R. 2064 

[Report No. 114–203] 

A BILL 

To amend certain provisions of the securities laws 

companies. relating to the treatment of emerging growth 

JULY 14, 2015 

Reported with an amendment, committed to the Comand ordered to be printed mittee of the Whole House on the State of the Union, 


srobinson on DSK5SPTVN1PROD with BILLS