Form S-1 Registration Statement

If you decide on a registered public offering, the Securities Act requires your company to file a registration statement with the SEC before the company can sell its securities. Any information contained in registration statements become public immediately upon filing. But the SEC will not allow you to sell securities to the public until the SEC staff has had a chance to review the registration statement.



Registration statements have two principal parts:

Part I is the prospectus, the legal offering or "selling" document. In the prospectus, your company--the "issuer" of the securities--describes the important facts about its business operations, financial condition, and management. Everyone who buys the new issue, as well as anyone who is made an offer to purchase the securities, must have access to the prospectus.
Part II contains additional information that the company does not have to deliver to investors. Anyone can see this information by requesting it from one of the SEC's public reference rooms or by looking it up on the SEC Web site.

The Basic Registration Form - Form S-1

All companies can use Form S-1 to register their securities offerings. You cannot not prepare a registration statement as a fill-in-the-blank form, like a tax return. It is more similar to a brochure, providing readable information to the public. In the S-1, a company must describe each of the following in the prospectus:

its business;
its properties;
its competition;
the identity of its officers and directors and their compensation;
material transactions between the company and its officers and directors;
material legal proceedings involving the company or its officers and directors;
the plan for distributing the securities; and
the intended use of the proceeds of the offering.

Information about how to describe these items is set out in SEC rules. Registration statements also must include financial statements audited by an independent certified public accountant.

In addition to the information expressly required by the form, your company must also provide any other information that is necessary to make your disclosure complete and not misleading. You also must clearly describe any risks prominently in the prospectus, usually at the beginning. Examples of these risk factors are:

lack of business operating history;
adverse economic conditions in a particular industry;
lack of a market for the securities offered; and
dependence upon key personnel.



Staff Review of Registration Statements

SEC staff examines registration statements for compliance with disclosure requirements. If a filing appears incomplete or inaccurate, the staff usually informs the company by letter. And in our experience, the SEC always sends a letter! The company may file correcting or clarifying amendments. Once the company has satisfied the disclosure requirements, the staff declares the registration statement effective. The company may then begin to sell its securities. The SEC can refuse or suspend the effectiveness of any registration statement if it concludes that the document is misleading, inaccurate, or incomplete.