by Cydney Posner
Corp Fin has today posted revisions to its Financial Reporting Manual. The only change this quarter relates to delinquent filers. The new guidance provides that, in general, Corp Fin will not, through the comment process, require a delinquent registrant to file each one of its delinquent filings separately so long as the registrant files a comprehensive annual report on Form 10-K that includes all material information that would have been included in those filings. This position appears to reflect a practical exercise of discretion by Corp Fin, but “does not absolve a registrant from any liability under the Exchange Act for failing to file all required reports and would not foreclose enforcement action for the registrant’s filing delinquencies.” Moreover, even if the registrant files a comprehensive annual report, it will still not be considered “current” for purposes of Reg S, Rule 144 or Form S-8, nor would the registrant be eligible to use Form S-3 “until it establishes a sufficient history of making timely filings.”
