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.

The core disclosure document in a Form S-4 serves as the proxy or information statement of the target company for purposes of soliciting shareholder approval of the transaction. It also serves as the prospectus of the acquiring company for purposes of offering its securities in connection with the transaction.

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.

General Transaction Codes. P - Open market or private purchase of non-derivative or derivative security. S - Open market or private sale of non-derivative or derivative security. V - Transaction voluntarily reported earlier than required.

Form 4 filings include information about the insider, their relationship to the company and its securities, the type of transaction that occurred, and the amount and type of securities involved. A failure to file Form 4 timely must be reported in proxy statements or 10-Ks and can lead to fines.

SEC rules require your company to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on an ongoing basis. These reports require much of the same information about the company as is required in a registration statement for a public offering.

The Securities and Exchange Commission (SEC) requires public companies, certain company insiders, and broker-dealers to file periodic financial statements and other disclosures. Finance professionals and investors rely on SEC filings to make informed decisions when evaluating whether to invest in a company.

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.

How long is a Form S-3 good for? ›

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.)

Form 3 is a document that a company insider or major shareholder must file with the SEC. The information provided on the form is meant to disclose the holdings of directors, officers, and beneficial owners of registered companies and becomes public record.

SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). SEC Form S-4 is required to register any material information related to a merger or an acquisition. The form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash.

A notice of effectiveness from the SEC is a green light, signalling that the S-1 filing is complete and complies with all requirements.

Forms S-4 (domestic company) and F-4 (foreign private issuer) always involve information regarding two or more companies that are parties/counterparties to a transaction(s).

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.

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.)

Once your company's registration statement is “effective,” the company becomes subject to Exchange Act reporting requirements.