Chapter 2: Public Offerings Flashcards
Securities Act of 1933
Primary goal is the disclosure of information needed by investors to make investment decisions.
Section 5 of the Securities Act
Creates 3 distinct periods in the registration process: Pre-Filing Period, Registration (Cooling Off) Period, and Post Effective Period.
Pre-Filing Period
The period before the filing of the registration statement.
The marketing and sales of the offer is prohibited.
Registration (Cooling Off) Period
Period after filing the registration statement but before the effective date.
Written offers to sell are limited to the preliminary prospectus, free writing prospectus, road show presentations, and generic announcements.
Oral offers are allowed, but sales are forbidden.
Post Effective Period
Sales can be made.
Written and oral offers are accompanied by a prospectus.
Section 7 of the Securities Act
Determines what information is to be included in the registration statements.
Schedule A
Lists 32 types of information to be included in a registration statement pursuant to Section 7.
Regulation S-K: Narrative Disclosure
Provides instruction on specific narrative disclosure items that must be included in filings.
Regulation S-X: Financial Statements
Provides instruction on financials included in a registration statement.
Audited BS for the last 2 years.
Audited IS & CFS for the last 3 years.
Analysis of changes in stockholder equity.
Forms of Registration Statements
Form S-1: IPO, Unseasoned Issuer Form S-3: Seasoned Issuers Form F-1: Foreign Unseasoned Issuer Form F-3: Foreign Seasoned Issuer Form S-11: Real Estate Investment Co. Form S-8: Employee Stock Purchase Plan Form S-4: Mergers
Form S-1
Used for all IPOs and for offerings by unseasoned reporting issuers.
The most detailed registration form.
Form S-3
Abbreviated form for seasoned issuers with a public float of at least $75 million or listed on a national exchange.
Well Known Seasoned Issuer (WKSI)
Defined by Rule 405.
Can use S-3 or F-3.
Public float of at least $700 million or has issued at least $1B in non-convertible securities other than common within last 3 years.
Seasoned Issuer
Eligible to use S-3, but does not meet financial definition of WKSI
Unseasoned Reporting Issuer
Issuer that is not eligible to file S-3, but is required to file reports with the SEC.
Non-Reporting Issuer
A company that is not required to file reports with the SEC.
Ineligible Issuer
A company that: has failed to meet reporting requirements, is a shell company, is an issuer of penny stock, has declared bankruptcy.
Section 2 of the Securities Act
A registration becomes effective 20 days after filing. The SEC has 10 days after filing to refuse effectiveness.
Shelf Registration
Issuer files single registration for delayed or multiple offerings.
Only available to seasoned or WKSI issuers.
Must re-register every 3 years.
Automatic Shelf Registration Statements
WKSI filing an S-3 or F-3 can simply elect to file an automatic shelf registration.
Becomes effective at filing.
Section 10A of the Securities Act: Audit Requirements
Financial statements that are filed with a registration statement are required to be audited by a registered public accounting firm.
SEC Rule 405
Categories of issuers:
Ineligible Issuer, Non-Reporting Issuer, Unseasoned Reporting Issuer, Seasoned Reporting Issuer, and WKSI
Procedures Required by Section 10A of the Exchange Act
Detection of illegal acts that would impact financial statements.
Identify related party transactions.
Analysis of going concern ability.
Section 10A Responses
If illegal act is discovered, auditor must notify issuer management and BOD. BOD has 1 day to notify the SEC. If auditor does not get copy of SEC notice within 1 day, it can resign, but it must notify the SEC of the illegal acts.