Sunday, August 24, 2014

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933

If you are a CEO looking to take a company public, than you may have heard of The Securities and Exchange Commission's (S.E.C.) Form S1.

But what is it?  What does it do?  Why should you care? And how does it make you, as a filer of the Form S1, liable?  All these questions and more will be answered in a 3 part blog post here on MicroCapCompany.com

What is Form S1 and what does it do?

Form S1 in The United States' Securities and Exchange Commisions' "Registration Statement", it is an actual "Form" filled out by companies (or their attorneys) to legally register their shares (the company's stock) with the S.E.C. (The United State Securities and Exchange Commission).  This falls under the registration requirement of The Securities Act of 1933.  The S1 Form contains basic company information including The Exact Name of the Company, The State and Jurisdiction of Incorporation of the Company, IRS Empoyer ID (Tax ID number), Address-Name-Telephone of Executives of the Company (Company Address) and Address-Name-Telephone of the Agent of Service (Whom legal paper work or suit is filed against).It also includes the approximate date of the proposed sale of securities and The Primary Standard Industrial Classification Code.  The Standard Industrial Classification Codes indicate the company's type of business. These codes are also used in the Division of Corporation Finance as a basis for assigning review responsibility for the company's filings. For example, a company whose business was Metal Mining (SIC 1000) would have its filings reviewed by staffers in A/D Office 9.  Classifications of company codes can be found on the S.E.C. website CF SIC Code List.

In addition to the general company information listed above, the form makes a "filer" check off if; any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415,  the Form is filed to register additional securities for an offering pursuant to Rule 462(b),  the Form is a post-effective amendment filed pursuant to Rule 462(c) or Rule 462(d), the registering company is a  “large accelerated filer,” “accelerated filer” and “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act.

Please Note: After all those Rules, your head should be spinning, and rightfully so.  Most S1 registration statements are filed by attorneys, Investment Bankers, or boutique consulting firms with experience in filing documents with the S.E.C.  A novice should seek the assistance of a well vetted experienced individual whom can ascertain the requirements for the filing.

The terms Accelerated filer and large accelerated filer are defined by Rule 12b-2 of The Securities Exchange Act of 1934, in part it reads:

Accelerated filer and large accelerated filer. 
(1) The term "accelerated filer" means an issuer after it first meets the following conditions as of the end of its fiscal year:

  1. The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $75 million or more, but less than $700 million, as of the last business day of the issuer's most recently completed second fiscal quarter;
  2. The issuer has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months;
  3. The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act; and
  4. The issuer is not eligible to use the requirements for smaller reporting companies in Part 229 of this chapter for its annual and quarterly reports.

(2) Large accelerated filer. The term large accelerated filer means an issuer after it first meets the following conditions as of the end of its fiscal year: 

  1. The issuer had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more, as of the last business day of the issuer's most recently completed second fiscal quarter;
  2. The issuer has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months;
  3. The issuer has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act; and
  4. The issuer is not eligible to use the requirements for smaller reporting companies in Part 229 of this chapter for its annual and quarterly reports

The term Smaller Reporting Company has been defined by S.E.C. releases and mandates.  The Securities and Exchange Commission divides reporting companies, those that file periodic reports under the Securities Exchange Act of 1934 into different categories based on size, among other factors.[1] Smaller companies have less stringent reporting obligations, provide less historical financial information, are exempt from some provisions of the Sarbanes-Oxley Act of 2002,[2] and have more time within which to file their reports. The smallest category of company is known as a Smaller Reporting Company. A Smaller Reporting Company will qualify as such if, as of the last business day of its second fiscal quarter, they have a public float of less than $75 million.[3] Public float is defined as the shares of their publicly traded common stock that is not held by management and certain large investors. Not all companies that file reports under the Securities Exchange Act of 1934 are publicly traded, and so if a company cannot calculate its public float, then an alternative way to be a Smaller Reporting Company is to have annual revenue of $50 million or less.[4] Company’s are required to do the analysis each year following their second fiscal quarter and, after a transition period, will then be required to file accordingly.[5]

At this point in the article, we will give you some time to digest this information.  This covers Page 1 of Form S1 (An 8 page Form).  Keep us bookmarked and check back for Part 2 of "THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Form S-1 REGISTRATION STATEMENT Under The Securities Act of 1933"

The MicroCapCompany Team
Follow Nicholas Coriano on Twitter

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About the Author: Nicholas Coriano is a Business Consultant and Planning Guru.  He is a graduate of The University of Connecticut Business School and the John Marshall Law School in Chicago.  He has worked at Merrill Lynch, The New York Stock Exchange and as an Investor Relations Agent & Consultant to Micro Cap Companies and Penny Stocks.  He is the founder and author of The MicroCapCompany.com a blog focused on providing information and advice to Micro Cap Company Executives and Investors.  You can also find him blogging about Social Media, SEO, Web Development and Tech on PushYourRank.com

About MicroCapCompany.COM: MicroCapCompany.COM (The Blog) is a blog focused on providing articles, news and information on the micro cap sector and start-ups.  The Blog is a free service offered by Cervitude™ Investor Relations (a micro cap investor relations firm) and offers compensated research reports and business plan writing services for micro cap companies and penny stocks.  If there is a particular topic you would like to see covered on The Blog, email CervitudeNetwork@gmail.com, If you would like to advertise on The Blog, click here

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