Registration and proxy statements Flashcards
When should a company use Form S-1 as its registration statement?
This is a general form to be used when no other form is specifically prescribed. Disclosures are similar to those required for Form 10-K. This form is generally used for a domestic company’s initial public offering (IPO), including the IPO of a smaller reporting company or an emerging growth company.
When should a company use Form S-3 as its registration statement?
This is for companies that have been reporting to the SEC for 12 or more months and have filed on a timely basis all reports required to be filed during the 12 calendar months preceding the filing. If the company meets the “float test” that follows, there is no cap on annual security sales. If the company does not meet the float test, it cannot sell more than the equivalent of 1/3 of its public equity float in primary offerings in any 12-month period. To satisfy the float test, the aggregate market value of the voting and nonvoting common stock held by nonaffiliates must be $75 million or more. Form S-3 allows maximum incorporation by reference to company information and requires the least amount of disclosure in the prospectus. Also, Form S-3 may be used by smaller reporting companies to register shares for a secondary offering, for conversion of outstanding convertible securities, dividend- or interest-reinvestment plans, or for the exercise of warrants and rights.
When should a company use Form S-4 as its registration statement?
This form is for securities to be issued in certain business combinations that involve a public offering.
When should a company use Form S-8 as its registration statement?
S-8. This form is for securities to be offered to employees under certain stock option, stock purchase, or similar plans. Form S-8 may also be used in certain circumstances to register shares issuable upon the exercise of stock options or warrants given to employees, directors, and consultants that were not granted under a stock compensation plan.
When should a company use Form S-11 as its registration statement?
This form is for registration of securities issued by certain real estate investment trusts and by companies whose primary business is acquiring and holding real estate.
When should a company use Form F-1, F-3 and F-4 as its registration statement?
These are for registration of securities of certain foreign private issuers.
When should a company use Form F-7, F-8, F-10 and F-80 as its registration statement?
These are for registration of offerings by certain Canadian issuers that are entitled to sell securities in the United States on the basis of the prospectus prepared under Canadian requirements.
What did the SEC establish to regulate proxy soliciations?
Regulation 14A
What info must be furnished under Regulation 14A to the SEC and to shareholders before any annual or other meeting of shareholders?
A proxy statement. Includes information on matters to be voted on and other information, as defined in Schedule 14A.
A proxy card. Specifies issues other than director elections on which a shareholder can vote (for, against, abstain), director elections on which a shareholder can vote (for or withhold authority to vote for), when a shareholder may grant voting authority to another party, and indicates if the proxy is solicited on behalf of the board of directors.
Annual report to shareholder. Accompanies or precedes annual meetings at which directors are to be elected. Rule 14a-3 outlines the information required in the annual report to shareholders.
Under Regulation 14A Rule 14a-6, when preliminary proxy statements are required, they must be filed with the SEC along with related materials at least how many days?
10 calendar days prior to the date that definitive copies of such materials are first sent to shareholders
