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Division update regarding submission of draft registration statements for confidential review under the JOBS Act and non-public review under the Division’s policy for certain foreign private issuers

Division update regarding submission of draft registration statements for confidential review under the JOBS Act and non-public review under the Division’s policy for certain foreign private issuers


Pursuant to the Jumpstart Our Business Startups Act, an Emerging Growth Company (as defined in the Act) whose common equity securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933 may confidentially submit to the Commission a draft registration statement for confidential non-public review. In addition, the Division has in place a policy that permits certain foreign private issuers to submit draft registration statements for non-public review. We have implemented a secure e-mail system that allows us to receive confidential submissions under the JOBS Act as well as non-public draft registration statements from foreign private issuers under the pre-existing Division policy. This system will also allow us to securely correspond with companies regarding their draft registration statements. Beginning on Monday, May 14, 2012, the secure e-mail system will replace the procedures presented in our April 5, 2012 Division announcement regarding confidential submission of draft registration statements under the Jumpstart Our Business Startups Act.

All issuers submitting draft registration statements confidentially pursuant to the JOBS Act or for non-public review under the Division policy must follow these instructions on how to use the secure e-mail system. All draft submissions must be in text searchable PDF format and should include a transmittal letter identifying the issuer and the type of submission. Emerging Growth Companies should confirm their status as an EGC in their transmittal letters.

We will confirm receipt of submissions via secure e-mail.

May 11, 2012