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1620.1 Initial Public Offerings
A company is not required to furnish selected quarterly financial data pursuant to S-K 302(a) in its initial registration statement under the Securities Act if it does not have any securities registered under Section 12(b) or 12(g) of the Exchange Act. A company that has securities registered under the Exchange Act must comply with S-K 302(a) in any Securities Act or Exchange Act document that calls for that disclosure unless it is a Smaller Reporting Company. A Smaller Reporting Company is not subject to S-K 302(a).
1620.2 Form S-4 for a Private Target Company
Selected quarterly financial data is not required to be furnished in a Form S-4 for a private target company that is being acquired by a registrant. Since the private company does not have any securities registered under Section 12(b) or 12(g) of the Exchange Act, it is not subject to the disclosure requirements of S-K 302(a).
NOTE to SECTION 1620
The exclusion from the requirement to furnish selected quarterly financial data noted in this section also applies to Exchange Act initial registration statements, as well as proxy materials filed under Item 14(c)(2) of Schedule 14A. (Last updated: 12/31/2010)
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