Securities Tools

SEC Forms

All companies are required to file various forms with the Securities and Exchange Commission (SEC). Filings can be made electronically through the EDGAR system, and are available to the public to view and read. This article provides a brief description of some of the more commonly used forms.

Registration Statements

Pursuant to Section 5 of the Securities Act of 1933, all securities offered for sale must be registered with the SEC unless otherwise exempted. The registration statement is the primary way for a company to disclose information about the security to potential investors so that they can make informed decisions. There are various types of registration statements:

S-1 is the basic registration form all companies can use. This form is generally used by companies with publicly held securities, but a limited number of shareholders. In addition, first-time issuers with large offerings often use this form. The S-1 form should include all information that is required by the prospectus including information about the company's general business, any risk to the company, names and salaries of officers and directors, the plan for distribution of the securities, an independently audited financial statement, and any other information necessary to make the disclosure complete and not misleading.

S-2 is the registration statement used by an issuer that has been filing reports under the 1934 Exchange Act for at least three years. Information from the issuer's Form 10-K is incorporated into the prospectus by reference. The registrant must provide a description of the offering, and an annual report or comparable information, in the prospectus.

S-3 can only be used by issuers that have reported under the 1934 Exchange Act for at least one year. Its use is also restricted to certain kinds of offerings. This form allows for incorporation by reference to reports filed under the Exchange Act. The issuer must only include a transaction-specific description of the offering in the prospectus.

S-4 is the registration form used to register securities issued in mergers, consolidations, recapitalizations, acquisitions and other types of transactions that must be registered under Rule 145 of the Securities Act.

SB-1 may be used by small-business issuers if the aggregate offering is not more than $10 million and no more than $10 million worth of securities is registered in any 12-month period.

SB-2 can be used by small-business issuers to register an unlimited dollar value of securities. Companies with less than $25 million in revenues in the previous fiscal year and outstanding publicly traded stock worth no more than $25 million may qualify as small-business issuers.

Reports

Under the federal securities laws, public companies are required to disclose various types of information on an ongoing basis. Companies do this by filling out and filing various forms with the SEC. Some of these forms include:

Form 10-K is an annual report that provides an overview of the company's business and financial condition. The form must include audited financial statements. This is different from a company's annual report to shareholders.

Form 10-KSB is the annual report form used by small-business issuers. It provides general business and financial information, but is not as detailed as the Form 10-K.

Form 10-Q is the form used by a company to file its quarterly report. It must include an unaudited financial statement and give a continuing view of the company's finances throughout the year. Form 10-Q must be filed for each of the first three quarters of the company's fiscal year.

Form 10-QSB is basically the same as the Form 10-Q, but used by small-business issuers.

Form 8-K is the current report that companies must file with the SEC when certain events that about which shareholders should know occur. The following types of events prompt a company's obligation to file a current report: bankruptcy, completion of acquisition or disposition of assets, material modification to rights of security holders, amendments to articles of incorporation or bylaws, changes in control of registrant and failure to make a required distribution.

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