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SEC Registration Statement Comments Brenda Hamilton
Submitted 2014-01-05 18:24:52 Securities offerings are regulated by the Securities Act of 1933 Cheap Authentic NFL Jerseys , as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from the SEC’s registration requirements. Private companies seeking to go public are often unaware of the SEC comment process. The SEC comment process applies to registration statements filed by companies who go public using an initial public offering (“IPO”) as well as to companies conducting a direct public offering.

Form S-1 Registration Statement Process

In order to register securities with the SEC, issuers must file a registration statement with the SEC. Typically private companies seeking to go public register securities on a Form S-1 registration statement (“Form S-1 Registration Statement”). All issuers are eligible to register securities offerings on Form S-1.

Form S-1 Parts

A Form S-1 Registration Statement consists of two parts:

♦ A prospectus which is provided to potential investors; and

♦ Supplemental information not provided to investors but which is publicly available.

A prospectus contains financial statements and narrative disclosures about the issuer and the securities offering being registered on the Form S-1 Registration Statement. The prospectus is intended to provide disclosure of all relevant material information necessary for an investor to make an investment decision. The form and content of the S-1 Registration Statement is similar for an IPO and Direct Public Offering. The primary difference is the disclosure of items related to the underwriter in securities offerings or IPO’s, which do not apply to direct public offerings.

Form S-1 Disclosures

The prospectus contains financial statements and narrative disclosures about the issuer and the securities offering being registered on the Form S-1. It is intended to provide disclosure of all relevant material information necessary for an investor to make an investment decision. The form and content of the document are similar for an IPO and direct public offering. The primary difference is the disclosure of items related to the underwriter in securities offerings or IPOs, which do not apply to direct public offerings.

The S-1 SEC Comment Process

Some registration statements, such as Form 8, become effective upon filing Cheap Nike NFL Jerseys , while others, such as Form S-1, do not. Regardless of whether an issuer goes public using an IPO or a direct public offering, the SEC review process is the same. S-1 registration statements are subject to review by the SEC’s Division of Corporation Finance. Upon filing, the statement is typically reviewed by an SEC attorney and an SEC staff accountant to ensure that all required disclosures have been made by the issuer. The SEC does not determine the merits of the issuer’s business, management, prospects or of the securities offering being registered. The role of the SEC is to determine whether the disclosures comply with securities laws.

Form S-1 SEC Comment Period

Approximately two weeks after the filing of an S-1 Registration Statement the SEC completes its review. It then sends comments to the issuer andor its securities attorney concerning the disclosures made. The issuer must file an amendment to the previously filed S-1 registration statement along with a response letter to the SEC’s comments. SEC comments may be lengthy and complex; it’s important that the issuer and its securities attorney compile the original submission with care Cheap NFL Jerseys , in order to avoidRegardless of whether an issuer goes public using an IPO or a direct public offering, the SEC review process is the same. S-1 registration statements are subject to review by the SEC’s Division of Corporation Finance. Upon filing, the statement is typically reviewed by an SEC attorney and an SEC staff accountant to ensure that all required disclosures have been made by the issuer. The SEC does not determine the merits of the issuer’s business, management, prospects or of the securities offering being registered. The role of the SEC is to determine whether repeated exchanges with the SEC.

The SEC will review the response letter and the amended S-1 registration statement, and will then send additional comments, if necessary. The review of the S-1 Registration continues until the SEC staff is satisfied with the disclosure provided by the issuer. Once that happens the SEC will declare the S-1 effective.

The S-1 must be declared effective before the issuer or any selling shareholder can sell securities registered in the securities offering.

FINRA’s Role in the S-1 Registration Statement

The Financial Industry Regulatory Authority (“FINRA”) is an industry organization that regulates broker-dealers Cheap Jerseys From China , trading in equities, corporate bonds, futures and options. FINRA registers member firms and adopts rules to govern them. FINRA examines broker-dealers for compliance and may discipline registered representatives (“brokers”) or member firms that fail to comply with federal securities laws and FINRA’s rules and regulations.

In the S-1 Registration Statement process FINRA also reviews underwriting arrangements and agreements in securities offerings that are registered with the SEC. FINRA’s review determines if an underwriters’ compensation in connection with the securT.

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