SEC Reporting

Chapter 5Registration Statements

Learning objectives

• Identify the commonly used forms for registration statements.
• Identify exemptions from the registration requirements under the Securities Acts of 1933 and 1934.

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Introduction

When a company first undertakes the decision to become a registrant or when a registrant decides to raise additional funds through an equity or debt offering, the company and its legal counsel must first decide which form to use. Depending on which type of form is chosen, varying types and amounts of information will be required to be disclosed. Much of the required information is similar to that required in the Annual Report or Form 10-K. There are also, however, further disclosure requirements that are applicable only to registration statements.

Extensive examples of registration statements can be located on the SEC’s website. Facebook, Inc.’s Form S-1 can be found at: www.sec.gov/Archives/edgar/data/1326801/000119312512034517/d287954ds1.htm

Registration statement forms

The company should consult with its attorney about which registration form to use. The accountant should also be involved in the discussion in order to be prepared to submit the financial statements required by the particular form selected. ...