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Non-Tech : SOLOMON-PAGE SYMBOL -SOLP- -- Ignore unavailable to you. Want to Upgrade?


To: Thomas Kirwin who wrote (223)12/13/1997 11:45:00 AM
From: Thomas Kirwin  Read Replies (1) | Respond to of 295
 
Registration of Securities

____________________________________________________________________ Document Types

S-1, S-2, S-3, S-4, S-6, S-8, S-11, SE, N-1A, N-2, N-5, N-14, F-1, F-2, F-3, F-4, F-6, F7, F-8, F-9, F-10, SB-1, SB-2, Form 10, Form 8-A, Form 8-B, Prospectus ____________________________________________________________________ Details

Registration statements are of two principal types: (1) "offering" registrations filed under the Securities Act of 1933, and (2) "trading" registrations filed under the Securities Exchange Act of 1934.

"Offering" Registrations

"Offering" registrations are used to register securities before they are offered to investors. Part I of the registration, a preliminary prospectus or "red herring," contains preliminary information that will be in the final prospectus.

Included in Part I (or incorporated by reference) in many registration statements are:

* Description of Securities to be Registered
* Use of Proceeds
* Risk Factors
* Determination of Offering Price
* Potential Dilution
* Selling Security Holders
* Plan of Distribution
* Interests of Named Experts and Counsel
* Information with Respect to the Registrant (description of business, legal proceedings, market price and dividends on common equity, financial statements, Management Discussion and Analysis, changes in and disagreements with accountants, directors and executive officers, security ownership of certain beneficial owners and management and certain relationships and related transactions).

Part II of a registration contains information not required in the prospectus and includes:

* Expenses of Issuance and Distribution
* Indemnification of Directors and Officers
* Recent Sales of Unregistered Securities, Undertakings Exhibits and Financial Statement Schedules

"Offering" registration statements vary in purpose and content according to the type of organization issuing stock:

S-3
Companies reporting under the 1934 Act for one year or more and having at least $150 million of voting stock held by non-affiliates, or as an alternative test, $100 million of voting stock coupled with an annual trading volume of 3 million shares. Allows minimal disclosure in the prospectus and maximum incorporation by reference of 1934 Act reports.