Pursuant to Congressional mandates included in the Fixing America's Surface Transportation ("FAST") Act (Pub. L. No. 114-94 (Dec. 4, 2015)), on January 13, 2016, the Securities and Exchange Commission ("SEC") approved interim final rules that: 1) allow emerging growth companies to omit from registration statements financial information for certain historical periods and 2) revise Form S-1 to permit forward incorporation by reference for smaller reporting companies. The interim final rules are effective as of January 19, 2016, subject to a comment period expiring on February 18, 2016. A copy of the SEC's Release and the interim final rules is available here.  

The amendments permit an "emerging growth company" as defined in Section 2(a)(19) of the Securities Act to omit financial information from a registration statement filed or submitted for confidential review prior to an initial public offering, subject to certain conditions. The omitted financial information must relate to a historical period that the registrant reasonably believes will not be required at the time of the contemplated offering. Additionally, prior to distribution of any preliminary prospectus to investors, the registration statement must be amended to include all financial information required by Regulation S-X as of the date of the amendment.

The amendments also expressly provide for forward incorporation by reference of information by smaller reporting companies. A smaller reporting company, as defined in Rule 405 under the Securities Act, may elect to incorporate by reference information filed after the effective date of the registration statement. The prospectus contained in the registration statement must include a statement that all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus.

These technical changes are expected to result in streamlined disclosure for both emerging growth companies considering an IPO, and smaller reporting companies filing a registration statement on Form S-1. The amendments are also likely to result in lesser costs and review in certain circumstances. It should be noted that the SEC has issued a number of Compliance and Disclosure Interpretations related to the FAST Act provisions, so the interpretation of these amendments is ongoing.