Series 79: 7.3.1. Forms

7.3.1. Forms

The SEC has used its rulemaking powers to create standard forms for registration statements. We will focus on the two primary forms used for public offerings, Forms S-1 and S-3, as well as the one used for those mergers and acquisitions that require registration, Form S-4. Several other forms are used for special situations. For example, Forms F-1 and F-3 are the counterparts of S-1 and S-3 for foreign issuers, Form S-11 is used for real estate investment companies, and Form S-8 is used for employee stock purchase plans.

The forms are divided into two parts. As mentioned in the previous chapter, Part I comprises the information required in the prospectus. Part II includes a few additional informational items, along with exhibits and financial schedules. SEC Regulation S-K consists of detailed instructions for completing the items on the registration statement that require a narrative response. Likewise, Regulation S-X consists of detailed instructions regarding the form and content of financial statements that must be attached to the registration statement.

Recall from the last chapter that if any accountant, engineer, or other professional is cited as having prepared or certified any part of the registration statement, or as having prepared or certified a report or valuation used in connection with the statement, the professional’s written consent must be filed with the registration statement.

Form S-1 is the registration statement used for almo