I 
112TH CONGRESS 
1ST SESSION H. R. 1070 
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 
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. 
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 Cap-
ital Formation Act of 2011’’. 
SEC. 2. AUTHORITY TO EXEMPT CERTAIN SECURITIES. 
Section 3(b) of the Securities Act of 1933 (15 U.S.C. 
77c(b)) is amended— 
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(1) by striking ‘‘(b) The Commission’’ and in-
serting the following: 
‘‘(b) ADDITIONAL EXEMPTIONS.— 
‘‘(1) IN GENERAL.—The Commission’’; 
(2) by inserting ‘‘, except as provided in para-
graph (2)’’ after ‘‘but’’; and 
(3) by adding at the end the following: 
‘‘(2) EXCEPTION.—The Commission shall by 
rule or regulation exempt a class of securities pursu-
ant to paragraph (1) for which the aggregate offer-
ing amount exceeds $5,000,000 in accordance with 
the following terms and conditions: 
‘‘(A) The aggregate offering amount shall 
not exceed $50,000,000. 
‘‘(B) The securities may be offered and 
sold publicly. 
‘‘(C) The securities shall not be restricted 
securities within the meaning of the Federal se-
curities laws and the regulations promulgated 
thereunder. 
‘‘(D) The issuer may solicit interest in the 
offering prior to filing any offering statement, 
on such terms and conditions as the Commis-
sion may prescribe. 
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‘‘(E) Such other terms, conditions, or re-
quirements as the Commission may determine 
necessary in the public interest and for the pro-
tection of investors, including, but not limited 
to— 
‘‘(i) requiring the issuer to file au-
dited financial statements with the Com-
mission and distribute such statements to 
prospective investors; 
‘‘(ii) requiring the issuer to submit its 
offering statement and related filings to 
the Commission electronically; and 
‘‘(iii) establishing disqualification pro-
visions under which the exemption shall 
not be available based upon the discipli-
nary history of the issuer or its prede-
cessors, affiliates, officers, directors, un-
derwriters, or other related persons. 
‘‘(3) 
PERIODIC
DISCLOSURES.—Upon 
such 
terms and conditions as the Commission determines 
necessary in the public interest and for the protec-
tion of investors, the Commission by rule or regula-
tion may require an issuer of a class of securities ex-
empted under paragraph (2) to make available to in-
vestors periodic disclosures regarding the issuer, its 
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business operations, its financial condition, its use of 
investor funds, and other appropriate matters, and 
also may provide for the suspension and termination 
of such a requirement with respect to that issuer. 
‘‘(4) ADJUSTMENT.—Not later than 2 years 
after the date of enactment of the Small Company 
Capital Formation Act of 2011 and every 2 years 
thereafter, the Commission shall review the offering 
amount limitation described in paragraph (2)(A) and 
shall increase such amount as the Commission deter-
mines appropriate. If the Commission determines 
not to increase such amount, it shall report to the 
Committee on Financial Services of the House of 
Representatives and the Committee on Banking of 
the Senate on its reasons for not increasing the 
amount.’’. 
Æ 
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