To: John R. Green who wrote (39215 ) 7/1/1999 12:39:00 PM From: jhild Read Replies (1) | Respond to of 43774
Information on Registration Statements. Wouldn't you know that SB-2 has the least amount of reporting requirements.:1933 Act Registration Statements One of the major purposes of the federal securities laws is to require companies making a public offering of securities to disclose material business and financial information in order that investors may make informed investment decisions. The 1933 Act requires issuers to file registration statements with the Commission, setting forth such information, before offering their securities to the public. (See Section 6 of the Securities Act of 1933 for information concerning the "Registration of Securities and Signing of Registration Statement;" Section 8 of the Securities Act of 1933 for information on "Taking Effect of Registration Statements and Amendments Thereto.") The registration statement is divided into two parts. Part I is the prospectus. It is distributed to interested investors and others. It contains data to assist in evaluating the securities and to make informed investment decisions. Part II of the registration statement contains information not required to be in the prospectus. This includes information concerning the registrants' expenses of issuance and distribution, indemnification of directors and officers, and recent sales of unregistered securities as well as undertakings and copies of material contracts. (Investment companies file 1933 Act registration statements that are, in many cases, also registration statments under the Investment Company Act of 1940. For descriptions of registration statments filed by these issuers, see the following section.) Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel. (Except for the foreign forms (e.g., F-1 and F-2), for which the Office of International Corporate Finance should be consulted.) The most widely used 1933 Act registration forms are as follows: S-1 This is the basic registration form. It can be used to register securities for which no other form is authorized or prescribed, except securities of foreign governments or political sub-divisions thereof.SB-1 This form may be used by certain "small business issuers" to register offerings of up to $10 million of securities, provided that the company has not registered more than $10 million in securities offerings during the preceding twelve months. This form requires less detailed information about the issuer's business than Form S-1. Generally, a "small business issuer" is a U.S. or Canadian company with revenues and public market float less than $25 million. SB-2 This form may be used by "small business issuers" to register securities to be sold for cash. This form requires less detailed information about the issuer's business than Form S-1. 1934 Act Registration Statements All companies whose securities are registered on a national securities exchange, and, in general, other companies whose total assets exceed $10,000,000 ($10 million) with a class of equity securities held by 500 or more persons, must register such securities under the 1934 Act. (See Section 12 of the '34 Act for further information.) This registration establishes a public file containing material financial and business information on the company for use by investors and others, and also creates an obligation on the part of the company to keep such public information current by filing periodic reports on Forms 10-Q and 10-K, and on current event Form 8-K, as applicable. In addition, if registration under the 1934 Act is not required, any issuer who conducts a public offering of securities must file reports for the year in which it conducts the offering (and in subsequent years if the securities are held by more than 300 holders). 10 This is the general form for registration of securities pursuant to section 12(b) or (g) of the '34 Act of classes of securities of issuers for which no other form is prescribed. It requires certain business and financial information about the issuer.10-SB This is the general form for registration of securities pursuant to Sections 12(b) or (g) of the '34 Act for "small business issuers." This form requires slightly less detailed information about the company's business than Form 10 requires. sec.gov