Form S-4 (2024)

FAQs

What is an S-4 filing for? ›

Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.

What's a Form 4? In most cases, when an insider executes a transaction, he or she must file a Form 4. With this form filing, the public is made aware of the insider's various transactions in company securities, including the amount purchased or sold and the price per share.

The main difference between Form S-3 and Form S-4 lies in their eligibility criteria. Form S-3 is designed for companies that meet certain eligibility requirements, such as having a sufficient public float and a history of timely SEC filings.

Understanding SEC Form S-4

Public or reporting companies must submit Form S-4 to the SEC whenever they are involved in a merger, acquisition, or stock exchange offer. The SEC reviews the information to ensure that the transaction is legal and able to proceed.

Form 4 must be filed with the Securities and Exchange Commission whenever there is a material change in the holdings of company insiders. If a party fails to disclose required information on a Form 4, civil or criminal actions could result.

P - Open market or private purchase of non-derivative or derivative security. S - Open market or private sale of non-derivative or derivative security.

Every director, officer and owner of more than 10 percent of a class of a particular company's equity securities registered under Section 12 of the Securities Exchange Act of 1934 must file with the United States Securities and Exchange Commission a statement of ownership regarding such security.

Key Takeaways. SEC Form S-3 is a regulatory filing that provides simplified reporting for issuers of registered securities. An S-3 filing is utilized when a company wishes to raise capital, usually as a secondary offering after an initial public offering has already occurred.

So you've got an issue – under Securities Act Rule 415(a)(5), shelf registration statements on Form S-3 for primary offerings and WKSI automatic shelves expire on the third anniversary of the original effective date. (Things are different for a secondary Form S-3 shelf, since they do not have a fixed expiration date.)

Publicly traded companies must file with the SEC regularly: Form 10-K annually within 60-90 days after the fiscal year ends, Form 10-Q quarterly within 40-45 days after the fiscal quarter ends, and Form 8-K as needed to report significant events.

How long does SEC filing take? ›

You should expect a written comment letter on your initial filing/submission within 27 to 30 calendar days from filing. Generally, your legal examiner will call and inform you that the SEC is reviewing the initial filing within about 10 calendar days.

SEC Form S-6 is the initial registration statement filed with the SEC, which unit investment trusts (UITs) use to register securities that they plan to issue.

SEC Form DEF 14A is a form that must be filed by or on behalf of a registrant when a shareholder vote is required. SEC Form S-4 is filed with the SEC by a public company to register any material information related to a mergers and acquisitions deal.

Form S-3 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting company issuers to file in order to issue shelf offerings.

Shelf offerings have a significant impact on the stock market. While they provide companies with a way to raise capital quickly, they can also dilute shares and negatively impact the stock price. The market perception of the offering and the timing of the announcement can also impact the stock price.

Companies typically agree to keep their resale shelf registration statements effective (meaning that the prospectus will be kept up-to-date and shareholders will be allowed to sell under the registration statement) for a prescribed period of time, usually until the time at which shares become freely transferable under ...