SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 230 and 239

[Release No. 337034]

Revisions to Forms SB1, SB2, Rule 455 of Regulation C and Rule 252 of
Regulation A To Designate the Appropriate Filing Place for Registrants in the
Geographical Jurisdictions Administered by the Boston, Fort Worth and Seattle
District Offices

AGENCY: Securities and Exchange Commission.

ACTION: Final rules.

SUMMARY: The Commission is amending Forms SB1, SB2 and Regulation A to
clarify the regional office filing alternative for registrants whose principal
business operations are conducted in the districts covered by the Boston, Fort
Worth and Seattle District Offices. These registrants must now file their
Forms SB1 and SB2 registration statements and their Regulation A offering
statements in the Northeast, Central, and Pacific Offices respectively, or in
the Commission's headquarters office in Washington, DC.

EFFECTIVE DATE: January 1, 1994.

FOR FURTHER INFORMATION CONTACT: Richard K. Wulff, (202) 2722644, Office of
Small Business Policy, Division of Corporation Finance, Securities and
Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549.

SUPPLEMENTARY INFORMATION: Forms SB11  and SB22  are special
registration statement forms for the use of small business issuers3  to
register their securities for sale under the Securities Act of 1933
("Securities Act'').4  Currently, Forms SB1 and SB2 provide that a
registration statement on the Form may be filed, at the registrant's election
in the case of an initial public offering, either at the Commission's
principal offices in Washington, DC, or in the Regional Office for the region
closest to the registrant's principal place of business.5  Regulation A
provides an exemption from the registration requirements of the Securities Act
for any offering made in accordance with the conditions of that exemption.6 
An offering statement containing certain specified information must be filed
with the Commission. Rule 252 of Regulation A provides that the offering
statement may be filed either in Washington, DC or with the Regional Office
for the region in which the issuer's principal business operations are
conducted or proposed to be conducted. Inasmuch as the Philadelphia Regional
Office has not offered a full disclosure program, issuers within that
jurisdiction have been offered the additional choice of filing with either the
New York or the Atlanta Regional Offices.

1 17 CFR 239.9. This form is available to a small business issuer to raise
up to $10 million in a 12 month period, under certain conditions.

2 17 CFR 239.10. The form is available to any small business issuer to raise
any dollar amount of funds in cash. It may be used for repeat offerings as
long as the issuer continues to meet the definition of small business issuer.

3 A small business issuer is a United States or Canadian company that has
not had more than $25 million in revenues during its most recent fiscal year
provided that the aggregate market value for its outstanding securities held
by non-affiliates does not exceed $25 million. See Rule 405, 17 CFR 230.405;
Rule 12b2, 17 CFR 240.12b2.

4 15 U.S.C. 77a et seq.

5 See also 17 CFR 230.455.

6 17 CFR 230.251230.263.

Effective January 1, 1994, the Commission will no longer provide review
operations in the Boston, Fort Worth or Seattle District Offices. This action
is a result of funding constraints, the reallocation of Commission resources
to other activities and the Commission's overall budgetary plan for the next
three fiscal years. After that date, new filings on Forms SB1 and SB2, as
well as filings under Regulation A, will no longer be accepted in these three
offices. Filings pending in these offices on January 1st will continue to be
processed by these offices until effectiveness, withdrawal or abandonment.
Post-effective and post-qualification amendments to those filings, however,
should be filed in the headquarters office in Washington, DC. New filings
which may be filed by issuers geographically located in the three district
offices which no longer accept filings for processing, should instead be filed
in the Northeast (formerly the New York) Regional office, if the issuer is
located in the Boston district; in the Central (formerly the Denver) Regional
office, if the issuer is located in the Fort Worth district; and in the
Pacific (formerly the Los Angeles) Regional office, if the issuer is located
in the Seattle district. Issuers will continue to have the option of filing
with the headquarters office in Washington, DC. Because the Philadelphia
District Office is under the jurisdiction of the Northeast Regional office,
issuers located in this area should file with the Northeast office. The choice
to file in Atlanta for issuers geographically located in the Philadelphia
office's jurisdiction has been eliminated. No other change is being made in
the regional processing system. Offices which have not offered a review
program in the recent past, i.e., Salt Lake City, San Francisco, Philadelphia
and Miami will not commence such a program, and filers in the areas subject to
the jurisdiction of these offices continue to have the filing choice between
Washington, DC and the supervising regional office, or in the case of Miami,
in the Atlanta District Office.

The Commission finds that, pursuant to section 553(b) of the Administrative
Procedure Act7 , this action relates solely to "agency organization,
procedure, or practice'' and that therefore notice and prior publication of
the rules is unnecessary.

7 5 U.S.C. 553(b).

Statutory Basis, Text of Revisions and Authority

The amendments to the Commission's rules and forms are being made pursuant to
sections 2, 3(b), 6, 7, 8, 10 and 19(a) of the Securities Act.

List of Subjects in 17 CFR Parts 230 and 239

Reporting and recordkeeping, Securities.

For the reasons set out in the preamble, title 17, chapter II of the Code of
Federal Regulations is amended as follows:

PART 230 GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

1. The authority citation for part 230 continues to read in part as follows:

Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l, 78m, 78n,
78o, 78w, 78ll(d), 79t, 80a8, 80a29, 80a30, and 80a37, unless otherwise
noted.

                                  * * * * *

2. By revising paragraph (e) of  230.252 to read as follows:

 230.252 Offering Statement.

                                  * * * * *

(e) Number of copies and where to file. Seven copies of the offering
statement, at least one of which is manually signed, shall be filed either
with the Commission's Regional Office responsible for the region or district
in which the issuer's principal business operations are conducted or are
proposed to be conducted, or with the Commission's main office in Washington,
DC. No filings are accepted by the Southeast Regional Office; issuers that
conduct or propose to conduct principal business operations in the region or
district subject to its supervision may file with the Atlanta District Office.
An issuer which has or proposes to have its principal business operations in
Canada shall file with the Regional Office nearest the place where the
issuer's principal business operations are conducted or proposed to be
conducted or with the Commission's main office in Washington, DC, unless the
offering is to be made through a principal underwriter located in the United
States, in which case the appropriate Regional Office is the office for the
region or district in which such underwriter has its principal office. No
filings may be made in any district office except the Atlanta District Office.
While every effort is made to process filings where initially made, the
Commission may reassign a filing to a different office for processing.

                                  * * * * *

3. By revising  230.455 to read as follows:

 230.455 Place of filing.

All registration statements and other papers filed with the Commission shall
be filed at its principal office, except for statements of Form SB1 ( 239.9
of this chapter) and Form SB2 ( 239.10 of this chapter). Registration
statements on Form SB1 or SB2 may be filed with the Commission either at its
principal office or at the Commission's regional or district offices as
specified in General Instruction A to each of those forms. Such material may
be filed by delivery to the Commission through the mails or otherwise.

PART 239 FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

4. The authority citation for part 239 continues to read in part as follows:

Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77sss, 78c, 78l, 78m, 78n,
78o(d), 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a8,
80a29, 80a30 and 80a37, unless otherwise noted.

                                  * * * * *

5. Form SB1 ( 239.9) is amended by revising General Instruction A.2. to read
as follows:

Note: The text of Forms SB1 and SB2 do not and the amendments will not
appear in the Code of Federal Regulations.

Form SB1

                                  * * * * *

General Instructions

A. Use of Form and Place of Filing

                                  * * * * *

2. If the small business issuer is not a reporting company, it should file the
registration statement in the regional office responsible for the region or
district that is closest to its principal place of business, or the
Washington, D.C. office. However, no filings may be made in the Southeast
Regional Office; issuers with principal places of business in the region or
district subject to its jurisdiction may file in the Atlanta District Office.
While every effort is made to process filings where initially made, the
Commission may reassign a filing to a different office for processing.

                                  * * * * *

6. Form SB2 ( 239.10) is amended by revising General Instruction A.2. to
read as follows:

Form SB2

                                  * * * * *

General Instructions

A. Use of Form and Place of Filing

                                  * * * * *

2. Initial public offerings on Form SB2 should be filed in the regional
office responsible for the region or district that is closest to its principal
place of business, or the Washington, D.C. office. However, no filings may be
made in the Southeast Regional Office; issuers with principal places of
business in the region or district subject to its jurisdiction may file in the
Atlanta District Office. While every effort is made to process filings where
initially made, the Commission may reassign a filing to a different office for
processing.

                                  * * * * *

Dated: December 8, 1993.

By the Commission.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 9330509 Filed 121493; 8:45 am]

BILLING CODE 801001M


