On April 5, 2012, shortly after President Obama signed the Jumpstart Our Business Startups (JOBS) Act into law, the Division of Corporation Finance of the Securities and Exchange Commission announced the procedure that an Emerging Growth Company (EGC) should follow for the confidential submission of its draft registration statement, as permitted under Sec. 106(a) of the JOBS Act, until the Division implements a system for electronic submission. An EGC should submit one copy of its draft registration statement in a text searchable PDF file on CD/DVD or, alternatively, submit it in paper (without staples or binding), together with a transmittal letter in which the company confirms its EGC status, to:
Draft Registration Statement
U.S. Securities and Exchange Commission100 F Street, N.E.Washington, D.C. 20549
The Division has noted that a registration fee is not required with a confidential draft registration statement, that this submission is not a public filing, and that a registration statement submitted through this process is not filed for purposes of Section 5 of the Securities Act.
We note that, although it appears that the temporary procedures do no require that an EGC submit a request for confidential treatment (CTR) pursuant to Rule 406 under the Securities Act and Rule 24b-2 under the Securities Exchange Act in order to perfect the confidential treatment of the draft registration statement, as a “belt and suspenders” measure, an EGC may wish to include a very brief CTR that cites Section 106(a) of the JOBS Act with its submission.