SEC Open Meeting Agenda
Wednesday, June 29, 2005, 10:00 a.m.

Agenda as of June 28, 2005. Note that Open Meeting agendas are subject to last-minute changes.

Item 1:	Securities Offering Reform Division: Division of Corporation Finance Staff: Amy Starr, Daniel Horwood, Anne Nguyen
Item 2:	Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies Division: Division of Corporation Finance Staff: Mauri Osheroff, Gerald Laporte, Kevin O'Neill
Item 3:	Commission Consideration of Matters Remanded by the U.S. Court of Appeals for the District of Columbia Circuit Division: Division of Investment Management Staff: Robert E. Plaze, Hunter Jones, Penelope Saltzman
Item 1:	The Commission will consider whether to adopt final rules that would modify and advance significantly the registration, communications, and offering processes under the Securities Act of 1933. The rules would eliminate unnecessary and outmoded restrictions on offerings. In addition, the rules would provide more timely investment information to investors without mandating inappropriate delays in the offering process. The rules also continue our long-term efforts toward integrating disclosure and processes under the Securities Act and the Securities Exchange Act of 1934. The rules accomplish these goals by addressing communications related to registered securities offerings, delivery of information to investors, and procedural restrictions in the offering and capital formation process. For further information, please contact Amy Starr, Daniel Horwood, or Anne Nguyen, Division of Corporation Finance, at (202) 551-3115 or, with regard to investment companies, Kieran Brown, Division of Investment Management, at (202) 551-6825.
Item 2:	The Commission will consider whether to adopt final rules amending Form S-8, Form 8-K, and Form 20-F, as well as defining the term "shell company" and amending the definition of the term "succession." The rules would address: (1) the use of Form S-8 by shell companies; and (2) the information required to be disclosed in a report on Form 8-K or Form 20-F filed when a company becomes a shell company or ceases to be a shell company. The rules are designed to assure that investors in shell companies that acquire operations or assets have access on a timely basis to the same kind of information as is available to investors in public companies with continuing operations. For further information, please contact Gerald J. Laporte, Chief, or Kevin M. O'Neill, Special Counsel, Office of Small Business Policy, Division of Corporation Finance, at (202) 551-3460.
Item 3:	The Commission will consider the matters remanded to the Commission by the U.S. Court of Appeals for the District of Columbia Circuit on June 21, 2005 in its decision in Chamber of Commerce v. SEC regarding the Commission's "Investment Company Governance" rules (69 FR 46378 (Aug. 2, 2004)). The remanded matters, as discussed more fully in the court's opinion (www.cadc.uscourts.gov), are (1) costs of complying with the 75% independent director condition and the independent chairman condition and (2) a disclosure alternative to the independent chairman condition. For further information, please contact Penelope Saltzman, Division of Investment Management, at (202) 551-6792.

http://www.sec.gov/news/openmeetings/agenda062905.htm