SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 230 and 239 [Release No. 33Ä7034] Revisions to Forms SBÄ1, SBÄ2, 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 SBÄ1, SBÄ2 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 SBÄ1 and SBÄ2 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) 272Ä2644, Office of Small Business Policy, Division of Corporation Finance, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549. SUPPLEMENTARY INFORMATION: Forms SBÄ1®1¯ and SBÄ2®2¯ are special registration statement forms for the use of small business issuers®3¯ to register their securities for sale under the Securities Act of 1933 ("Securities Act'').®4¯ Currently, Forms SBÄ1 and SBÄ2 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 12bÄ2, 17 CFR 240.12bÄ2. ®4¯ 15 U.S.C. 77a et seq. ®5¯ See also 17 CFR 230.455. ®6¯ 17 CFR 230.251Ä230.263. 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 SBÄ1 and SBÄ2, 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 Act®7¯ , 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, 80aÄ8, 80aÄ29, 80aÄ30, and 80aÄ37, 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 SBÄ1 ( 239.9 of this chapter) and Form SBÄ2 ( 239.10 of this chapter). Registration statements on Form SBÄ1 or SBÄ2 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, 80aÄ8, 80aÄ29, 80aÄ30 and 80aÄ37, unless otherwise noted. * * * * * 5. Form SBÄ1 ( 239.9) is amended by revising General Instruction A.2. to read as follows: Note: The text of Forms SBÄ1 and SBÄ2 do not and the amendments will not appear in the Code of Federal Regulations. Form SBÄ1 * * * * * 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 SBÄ2 ( 239.10) is amended by revising General Instruction A.2. to read as follows: Form SBÄ2 * * * * * General Instructions A. Use of Form and Place of Filing * * * * * 2. Initial public offerings on Form SBÄ2 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. 93Ä30509 Filed 12Ä14Ä93; 8:45 am] BILLING CODE 8010Ä01ÄM