The Securities and Exchange Commission (``we'' or ``Commission'') is adopting amendments to Rule 701 under the Securities Act of 1933, which provides an exemption from registration for securities issued by non-reporting companies pursuant to compensatory arrangements. These amendments make Rule 701 more useful and eliminate unnecessary restrictions. We are removing the $5 million aggregate offering price ceiling and setting the maximum amount of securities that may be sold in a 12-month period to a more appropriate, flexible limit related to the size of the issuer. The amendments also require specific disclosure from issuers that sell more than $5 million worth of securities in a 12-month period, and harmonize the definition of consultant and advisor to the one contained in Form S-8, the short-form registration statement form for the offer and sale of employee benefit plan securities.