Question 1

What is a registration statement, and what do these Securities Act forms have in common?

Accepted Answer

A registration statement is the disclosure document an issuer files with the SEC to register securities for public sale under the Securities Act of 1933. Forms S-1, S-3, S-11, F-1, and S-8 are the principal Securities Act registration-statement forms: each registers a specific offering, each is prepared and filed under Regulation C, and each contains a prospectus (Part I) as the document delivered to investors. Section 6 of the Securities Act provides that a security is registered by filing a registration statement signed by the issuer, its principal executive officer(s), its principal financial officer, its comptroller or principal accounting officer, and the majority of its board of directors; Section 7 specifies the information the registration statement must contain. The General Instructions to each of these forms direct the registrant to Regulation C (17 CFR 230.400 to 230.494), which contains the general requirements governing the preparation and filing of Securities Act registration statements. The forms differ in which issuers and transactions they cover, not in this common statutory foundation.

Question 2

How does a company decide which registration form to use?

Accepted Answer

Form S-1 is the residual default: its General Instructions state that it is used to register securities of all registrants for which no other form is authorized or prescribed. The other forms are available only to issuers or transactions that satisfy each form's eligibility conditions — Form S-3 for eligible seasoned domestic issuers, Form S-11 for real estate companies and REITs, Form F-1 for foreign private issuers, and Form S-8 for employee benefit plans of already-reporting companies. A company uses the specialized form for which it qualifies and otherwise falls back to Form S-1. Form S-1's Eligibility Requirements confirm the default rule: the form is used for securities of all registrants for which no other form is authorized or prescribed, except securities of foreign governments (or their political subdivisions) and asset-backed securities as defined in 17 CFR 229.1101(c). Each specialized form's General Instructions set the conditions under which it may be used instead. Because eligibility is form-specific, the same issuer may use different forms for different transactions — for example, a domestic company that registers its IPO on Form S-1 may later register a follow-on offering on Form S-3 and an employee stock plan on Form S-8 once it meets those forms' conditions.

Question 3

What is Form S-1, and when is it used?

Accepted Answer

Form S-1 is the general-purpose (default) registration statement under the Securities Act of 1933, used to register securities of all registrants for which no other form is authorized or prescribed. Because a company conducting its first public offering usually has no prior Exchange Act reporting history and does not qualify for a short-form or specialized statement, Form S-1 is the form most companies use for an initial public offering. Form S-1's General Instruction I states that it shall be used for registration under the Securities Act of securities of all registrants for which no other form is authorized or prescribed, except securities of foreign governments or their political subdivisions and asset-backed securities. Because a first-time IPO issuer has no Exchange Act reporting history, it presents full disclosure prepared under Regulation S-K and Regulation S-X within the filing itself: Form S-1 lets a registrant incorporate that information by reference from earlier Exchange Act reports only when the registrant has been subject to Section 13 or 15(d) reporting and has filed all required reports for at least the preceding twelve months (Form S-1 General Instruction VII) — conditions an IPO issuer does not meet — whereas the short-form Form S-3 is built around incorporation by reference. The internal anatomy of Form S-1 — its Part I prospectus items and Part II — is detailed on the S-1 Filing page.

Question 4

What is Form S-3, and who is eligible to use it?

Accepted Answer

Form S-3 is the short-form registration statement available to eligible seasoned domestic issuers. Its General Instructions set out registrant requirements — the registrant must be organized under U.S. law with its principal business operations in the United States, must have a class of securities registered under Section 12(b) or 12(g) of the Exchange Act (or be required to report under Section 15(d)), and must have been subject to Exchange Act reporting and filed all required reports in a timely manner for at least twelve calendar months — and transaction requirements. For a primary offering of securities for cash, the aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates must be $75 million or more. Because a Form S-3 registrant already has a reporting history, Form S-3 permits the registrant to incorporate its Exchange Act reports by reference: Item 12 requires the registrant's latest Form 10-K and its subsequently filed Section 13(a) or 15(d) reports to be incorporated into the prospectus, so the disclosure does not have to be restated in full. Form S-3 is the form typically used for shelf registrations under Rule 415, which permit securities to be registered for offering on a continuous or delayed basis. A company undertaking a traditional IPO generally cannot use Form S-3 because it lacks the twelve-month reporting history; the form is used for later offerings once the company is a seasoned issuer.

Question 5

What is Form S-11, and what does it register?

Accepted Answer

Form S-11 is the Securities Act registration statement for securities of certain real estate companies. Its General Instructions provide that it is used to register securities issued by a real estate investment trust, as defined in Section 856 of the Internal Revenue Code, or by other issuers whose business is primarily acquiring and holding real estate (or interests in real estate) for investment. Form S-11's General Instruction A specifies these two categories of eligible issuers and provides that the form shall not be used by an issuer that is an investment company registered or required to register under the Investment Company Act of 1940, and shall not be used for an offering of asset-backed securities as defined in 17 CFR 229.1101. Like the other Securities Act forms, Form S-11 is prepared under Regulation C and Regulation S-K and contains a prospectus; it is the form a REIT or real estate operating company uses to register an offering, including an IPO, in place of Form S-1.

Question 6

What is Form F-1, and who uses it?

Accepted Answer

Form F-1 is the Securities Act registration statement for foreign private issuers. Its General Instructions provide that it is used to register securities of all foreign private issuers, as defined in Securities Act Rule 405, for which no other form is authorized or prescribed. Form F-1 is the foreign-private-issuer counterpart of Form S-1 — the general form a qualifying foreign company uses to register a U.S. offering, including an IPO. Rule 405 defines a foreign private issuer as any foreign issuer other than a foreign government, unless (as of the last business day of its most recently completed second fiscal quarter) more than 50% of its outstanding voting securities are held of record by U.S. residents and either a majority of its executive officers or directors are U.S. citizens or residents, more than 50% of its assets are located in the United States, or its business is administered principally in the United States. Just as Form S-3 is a short-form alternative to Form S-1 for eligible seasoned domestic issuers, Form F-3 is a short-form alternative to Form F-1 for eligible seasoned foreign private issuers; Form F-1 does not require the twelve-month reporting history that Form F-3 does.

Question 7

What is Form S-8, and what does it register?

Accepted Answer

Form S-8 is the registration statement used to register securities a company offers under an employee benefit plan. Its General Instructions make it available only to a registrant that, immediately before filing, is already subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, has filed all required reports during the preceding twelve months, and is not (and has not recently been) a shell company. Because those conditions require an existing reporting history, Form S-8 is not an IPO form. Form S-8 registers securities of the registrant to be offered under any employee benefit plan to employees of the registrant, its subsidiaries, or its parents, and interests in those plans where the interests are themselves securities that must be registered. For this purpose Rule 405 defines an "employee benefit plan," and the form defines "employee" to include an employee, director, general partner, trustee (where the registrant is a business trust), officer, or consultant or advisor — consultants and advisors qualifying only if they are natural persons providing bona fide services that are not connected with a capital-raising transaction. Form S-8 is effective upon filing and does not carry the same full transactional prospectus as an IPO registration statement.

Question 8

Which of these forms are used at the IPO, and which come later?

Accepted Answer

The forms available to a company conducting its initial public offering are the ones that do not require a prior Exchange Act reporting history: Form S-1 (general purpose), Form S-11 (real estate companies and REITs), and Form F-1 (foreign private issuers). Form S-3 and Form S-8 are not IPO forms — both require the issuer to already be a reporting company, so they are used only after the company has gone public. Form S-3's registrant requirements and Form S-8's rule of use each condition eligibility on the registrant already being subject to Exchange Act reporting — twelve calendar months of timely reporting for Form S-3, and current reporting status (and non-shell status) for Form S-8. A newly public company therefore registers its IPO on Form S-1, Form S-11, or Form F-1 as applicable, and only later registers follow-on or shelf offerings on Form S-3, or employee-plan securities on Form S-8, once it satisfies those forms' conditions.

Question 9

What is the prospectus, and what role does it play in each of these forms?

Accepted Answer

The prospectus is Part I of the registration statement — the disclosure document delivered to investors — and it is common to every one of these Securities Act forms. Section 10(a) of the Securities Act provides that a prospectus shall contain the information contained in the registration statement (with limited exceptions for certain exhibits), so the prospectus is the investor-facing version of the same disclosure the issuer files with the SEC. Under Section 5(a) of the Securities Act, it is unlawful to sell a registered security unless the registration statement is in effect, and Section 5(b) governs the transmission of a prospectus in connection with the offering. Section 10(a) prescribes what the final prospectus must contain, and Section 10(b) authorizes the SEC to permit, by rule, the use of a prospectus that omits or summarizes Section 10(a) information — the basis for the preliminary prospectus used before effectiveness. Whether the registration statement is a Form S-1, S-3, S-11, F-1, or S-8, its Part I prospectus is the document that carries the offering information to investors.

Question 10

How does the prospectus differ before and after the registration statement is effective?

Accepted Answer

Before effectiveness, an issuer may use a preliminary prospectus that omits or is subject to completion of certain information (such as the offering price), under the authority of Section 10(b) of the Securities Act. After the registration statement is effective, the final prospectus required by Section 10(a) — containing the information in the registration statement — is the prospectus used to confirm and complete sales. Section 10(b) directs the SEC to permit, by rules or regulations, the use of a prospectus for the purposes of Section 5(b)(1) that omits in part or summarizes the information required in a Section 10(a) prospectus; the preliminary prospectus circulated during the waiting period (commonly called a "red herring") is used under that authority. Section 10(a) sets out the contents of the final prospectus and provides that where a prospectus is used more than nine months after the effective date, its information must be as of a date not more than sixteen months before use, so far as that information is known or can be furnished without unreasonable effort. The mechanics of filing the final, priced prospectus after effectiveness are addressed on the IPO Forms page.

Question 11

Where can the public find these registration statements?

Accepted Answer

All of these registration statements are filed electronically with the SEC on the EDGAR system and can be read by the public free of charge. Each filing carries a form-type code — for example S-1, S-3, S-11, F-1, and S-8 — and amendments carry an "/A" suffix (such as S-1/A). EDGAR's full-text search provides access to the full text of electronic filings since 2001. EDGAR (the Electronic Data Gathering, Analysis, and Retrieval system) is the SEC's electronic filing system; the public can search and view filings by company name, ticker, CIK number, form type, or full-text keyword at no cost. Because the prospectus is Part I of the registration statement, reading the S-1, S-3, S-11, F-1, or S-8 on EDGAR includes reading the prospectus. A foreign private issuer that registers on Form F-1 files it on EDGAR like any other issuer, so its registration statement and prospectus are publicly available there as well.

Form	What it registers	Who is eligible	When it is used	Authority
Form S-1	Securities of any registrant for which no other form is authorized or prescribed (the general-purpose form)	Any registrant (default), except foreign governments and asset-backed-securities issuers	Most IPOs; the fallback form when no specialized or short form is available	SEC Form S-1, Gen. Instr. I; Reg C (17 CFR 230.400) · source
Form S-3	Securities of eligible seasoned issuers, including shelf offerings, with disclosure incorporated by reference from Exchange Act reports	U.S.-organized issuers with a Section 12 or 15(d) reporting class, at least 12 months of timely Exchange Act reporting; primary cash offerings require $75 million or more in non-affiliate common-equity float	Follow-on and shelf offerings by seasoned issuers after they are public (not a first-time IPO form)	SEC Form S-3, Gen. Instr. I.A and I.B · source
Form S-11	Securities of certain real estate companies	Real estate investment trusts (as defined in Internal Revenue Code Section 856) and issuers primarily engaged in acquiring and holding real estate for investment; not registered investment companies	Offerings, including IPOs, by REITs and real estate operating companies	SEC Form S-11, Gen. Instr. A · source
Form F-1	Securities of foreign private issuers for which no other form is authorized or prescribed	Foreign private issuers as defined in Securities Act Rule 405 (the foreign counterpart of the Form S-1 default)	Offerings, including IPOs, by foreign private issuers that do not qualify for the short-form F-3	SEC Form F-1, Gen. Instr. I.A; Rule 405 (17 CFR 230.405) · source
Form S-8	Securities offered under an employee benefit plan, and plan interests that are securities	Registrants already subject to Section 13 or 15(d) reporting, current in their filings for 12 months, and not a shell company	Registration of employee stock and benefit-plan securities after a company is already a reporting company (not an IPO form)	SEC Form S-8, Gen. Instr. A · source

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