Registration Statement Information Requirements
Section 7 of the Securities Act requires that a registration statement include information that can be grouped into the following categories:
General information about the issuer
- • Name, state, or other jurisdiction of incorporation or organization, and location of main office
- • Names and addresses of directors and the company’s chief executive, financial, and accounting officers
- • Compensation of directors and officers
- • Description of the company’s business
Information about the issuer’s stock
- • Names and addresses of shareholders who own more than 10% of any class of stock or of the aggregate outstanding stock
- • Amount of securities held by shareholders who hold at least 10% of company securities, including directors, officers, and the underwriter
- • Issuer’s capitalization
- • Securities covered by options outstanding or to be created
Information about the issuer’s finances
- • Current balance sheet
- • Profit and loss statement
- • Any other offerings by the issuer within the preceding two years
Information about the offering
- • Specific purposes of the offering
- • Proposed offering price
- • Amount of stock of each class to be offered
- • Amount of expenses, commissions, discounts, and other amounts to be paid with respect to the offering
- • Estimated net proceeds
- • Proposed use of the proceeds to purchase any business or property
- • Names and addresses of the underwriters and the legal counsel that reviewed the legality of the issue
- • Amount of funded debt outstanding and to be created
Copies of relevant documents
- • Underwriter agreements
- • Legal opinions of counsel on the issue’s legality
- • Material contracts not made in the ordinary course of business
- •