Form S-1: Everything You Need to Know
Form S-1 is the initial registration form for companies that plan to take their company public and register their securities with the U.S. SEC.4 min read
2. Parts That Make up Form S-1?
3. How Investors Use Form S-1
4. How to File Form S-1
5. Frequently Asked Questions
Form S-1: What Is It?
Form S-1 is the initial registration form for companies that plan to take their company public. It's used to register their securities with the U.S. Securities and Exchange Commission (SEC). This form is required for all securities that meet the criteria set out by the SEC before the company can list shares on the national exchange.
When business owners take a company public, they must register any securities associated with that company in order to be added to the stock exchange. Securities, or financial instruments, provide people with a form of ownership over a company. These include such things as options, bonds, notes, debentures, and warrants.
Form S-1 is what companies use to register these financial instruments with SEC. If things change after filing and S-1 form or changes are needed in response to comments back from the SEC, an amendment to the form can be made by using Form S-1/A.
Parts That Make up Form S-1?
There are two parts of Form S-1 that must be submitted. Part I is the prospectus. This section includes the following information:
- Business operations
- Use of proceeds
- Total proceeds
- Price per share
- Description of management
- Financial condition
- Percentage of business being sold
- Info on the underwriters
Part II includes the following:
- Recent sales of unregistered securities
- Financial statement schedules
How Investors Use Form S-1
Investors often review Form S-1 when they're looking for companies to invest in at their IPO. Form S-1 is the best way for these investors to get concrete information about the company. Information includes the percentage of the business that will be offered up to the public and financial information about the company. That's why it's so important that the information contained within Form S-1 is accurate and complete. When you offer up your company for its IPO, you want investors there ready to purchase its stock.
How to File Form S-1
To file Form S-1:
- Go onto the SEC website and use EDGAR. This is the Electronic Data Gathering, Analysis, and Retrieval system. Companies use it to file forms that are required by the SEC.
- Submit filings in plain text or HTML, though you can include a PDF as well. The PDF is considered to be an unofficial copy. The PDF copy has to have the same information, and the only difference is how the information is laid out on the page. It can also contain graphics that are not included in the HTML.
- Create a username with a password in order to get into the system to file. This will also be used for any amendments to Form S-1.
Frequently Asked Questions
- What does the process of filing Form S-1 look like?
The process, from filing for initial public offering (IPO) to getting the actual IPO, takes between 12 weeks and 6 months. The first step in the process is filing Form S-1 with the SEC. After submitting the initial S-1, the SEC reviews the submission and then comes back with comments. These comments will likely be detailed, which will help you as you fill out S-1/A to amend the original form. It's likely that the SEC will have additional comments, which will lead to more amendments. Once the SEC has no more comments, the process for submitting Form S-1 is complete.
- What factors contribute in slowing down the S-1 filing process?
Although some filings can take as few as 12 weeks, there are things that could slow down the process. Here's a list of some:
- Unfavorable market conditions.
- Lawsuits. Plaintiffs use this time to file lawsuits in the hopes that it will increase their chances of a settlement.
- Reaching the end of a quarter. If the filing covered time between the end of one quarter and the beginning of another, companies are required to submit paperwork that updates the financial record for the most recent quarter.
- Compliance mistakes.
- Public holidays.
- Substantial SEC comments. This might be lots of comments or comments that require substantial changes.
- What is the FAST Act and how does it affect filing Form S-1?
The Fixing America's Surface Transportation Act (FAST Act) simplified the financial statement disclosure requirements when preparing Form S-1. This went into effect on January 19, 2016. Because of this, companies filing for IPO are now able to leave out specific historical financial information that is not required to be included when the IPO is offered.
By removing this requirement, the IPO process is shorter. It also reduces fees from auditors and for legal assistance that's needed for preparing and filing the additional financial statements.
What Is the Difference Between Forms S-1 and S-8 Filing?
Form S-8 is for companies to register shares that will be used in an employee stock plan. It is an easier and faster process than S-1. S-8 doesn't ask for as much, and because of that it takes less time to gather all of the necessary information. Form S-8 makes it possible for fully reporting companies to register shares quickly. Typically, S-8 documents are 20 pages or less (often around 10 pages) whereas S-1 filings can easily reach 100 pages or more with multiple chapters.
If you need help with the process of preparing Form S-1 or have any questions or concerns, feel free to visit UpCounsel's marketplace. Here you can post your questions or concerns in order to access UpCounsel's lawyers, who represent the top 5 percent of lawyers. These lawyers come from law schools such as Harvard and Yale. They have an average of 14 years of legal experience, including working with or on behalf of companies like Google, Menlo Ventures, and Airbnb.