IB 
Union Calendar No. 135 
112TH CONGRESS 
1ST SESSION H. R. 1070 
[Report No. 112–206] 
To amend the Securities Act of 1933 to authorize the Securities and Ex-
change Commission to exempt a certain class of securities from such 
Act. 
IN THE HOUSE OF REPRESENTATIVES 
MARCH 14, 2011 
Mr. SCHWEIKERT (for himself, Mr. GARRETT, Mr. WESTMORELAND, Mr. 
JONES, and Mrs. BIGGERT) introduced the following bill; which was re-
ferred to the Committee on Financial Services 
SEPTEMBER 14, 2011 
Additional sponsors: Mr. CANSECO, Mr. MANZULLO, Mr. DUNCAN of Ten-
nessee, Ms. ESHOO, Mrs. BACHMANN, Mr. STIVERS, Mr. DAVID SCOTT 
of Georgia, Mr. NEUGEBAUER, Mr. WALSH of Illinois, Mr. PAULSEN, Mr. 
MARCHANT, Mr. QUAYLE, Mr. CULBERSON, Mr. PRICE of Georgia, Mr. 
ROE of Tennessee, and Ms. HAYWORTH 
SEPTEMBER 14, 2011 
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 March 14, 2011] 
VerDate Mar 15 2010 
20:45 Sep 14, 2011
Jkt 099200
PO 00000
Frm 00001
Fmt 6652
Sfmt 6652
E:\BILLS\H1070.RH
H1070
emcdonald on DSK5VPTVN1PROD with BILLS
A BILL 
To amend the Securities Act of 1933 to authorize the Securi-
ties and Exchange Commission to exempt a certain class 
of securities from such Act. 
VerDate Mar 15 2010 
20:45 Sep 14, 2011
Jkt 099200
PO 00000
Frm 00002
Fmt 6652
Sfmt 6652
E:\BILLS\H1070.RH
H1070
emcdonald on DSK5VPTVN1PROD with BILLS
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
SECTION 1. SHORT TITLE. 
This Act may be cited as the ‘‘Small Company Capital 
Formation Act of 2011’’. 
SEC. 2. AUTHORITY TO EXEMPT CERTAIN SECURITIES. 
(a) IN GENERAL.—Section 3(b) of the Securities Act 
of 1933 (15 U.S.C. 77c(b)) is amended— 
(1) by striking ‘‘(b) The Commission’’ and in-
serting the following: 
‘‘(b) ADDITIONAL EXEMPTIONS.— 
‘‘(1) SMALL ISSUES EXEMPTIVE AUTHORITY.— 
The Commission’’; and 
(2) by adding at the end the following: 
‘‘(2) ADDITIONAL
ISSUES.—The Commission 
shall by rule or regulation add a class of securities to 
the securities exempted pursuant to this section in ac-
cordance with the following terms and conditions: 
‘‘(A) The aggregate offering amount of all 
securities sold within the prior 12-month period 
in reliance on the exemption added in accord-
ance with this paragraph shall not exceed 
$50,000,000. 
‘‘(B) The securities may be offered and sold 
publicly. 
VerDate Mar 15 2010 
20:45 Sep 14, 2011
Jkt 099200
PO 00000
Frm 00003
Fmt 6652
Sfmt 6203
E:\BILLS\H1070.RH
H1070
emcdonald on DSK5VPTVN1PROD with BILLS
‘‘(C) The securities shall not be restricted se-
curities within the meaning of the Federal secu-
rities laws and the regulations promulgated 
thereunder. 
‘‘(D) The civil liability provision in section 
12(a)(2) shall apply to any person offering or 
selling such securities. 
‘‘(E) The issuer may solicit interest in the 
offering prior to filing any offering statement, on 
such terms and conditions as the Commission 
may prescribe in the public interest or for the 
protection of investors. 
‘‘(F) The Commission shall require the 
issuer to file audited financial statements with 
the Commission annually. 
‘‘(G) Such other terms, conditions, or re-
quirements as the Commission may determine 
necessary in the public interest and for the pro-
tection of investors, which may include— 
‘‘(i) a requirement that the issuer pre-
pare and electronically file with the Com-
mission and distribute to prospective inves-
tors an offering statement, and any related 
documents, in such form and with such con-
tent as prescribed by the Commission, which 
VerDate Mar 15 2010 
20:45 Sep 14, 2011
Jkt 099200
PO 00000
Frm 00004
Fmt 6652
Sfmt 6203
E:\BILLS\H1070.RH
H1070
emcdonald on DSK5VPTVN1PROD with BILLS
shall include a description of the issuer’s 
business operations, its financial condition, 
its corporate governance principles, its use 
of investor funds, and other appropriate 
matters; and 
‘‘(ii) disqualification provisions under 
which the exemption shall not be available 
based upon the disciplinary history of the 
issuer or its predecessors, affiliates, officers, 
directors, underwriters, or other related per-
sons, which shall be substantially similar to 
the disqualification provisions contained in 
the regulations adopted in accordance with 
section 926 of the Dodd-Frank Wall Street 
Reform and Consumer Protection Act (15 
U.S.C. 77d note). 
‘‘(3) LIMITATION.—Only the following types of 
securities may be exempted under a rule or regulation 
adopted pursuant to paragraph (2): equity securities, 
debt securities, and debt securities convertible or ex-
changeable to equity interests, including any guaran-
tees of such securities. 
‘‘(4) PERIODIC DISCLOSURES.—Upon such terms 
and conditions as the Commission determines nec-
essary in the public interest and for the protection of 
VerDate Mar 15 2010 
20:45 Sep 14, 2011
Jkt 099200
PO 00000
Frm 00005
Fmt 6652
Sfmt 6203
E:\BILLS\H1070.RH
H1070
emcdonald on DSK5VPTVN1PROD with BILLS