What is the SEC Form S-2?

The Securities and Exchange Commission’s Form S-2 was a regulatory form of the Security and Exchange Commission (SEC) which served as a simplified registration for the offering of new securities. An SEC filing is a financial statement or other official document filed with the United States Securities and Exchange Commission (SEC). The form was phased out in 2005 in favor of an improved S-1 form.

Public companies, company insiders and broker-dealers are required to file regularly with the SEC. Investors and interested parties rely on documents filed with the SEC to obtain information about the companies they are evaluating for investment purposes.

Key points to remember

  • Form S-2 was a filing required by the Securities and Exchange Commission that served as a simplified record for the offering of new securities.
  • An SEC filing is a financial statement or other official document filed with the United States Securities and Exchange Commission (SEC).
  • The SEC S-2 form was discontinued in 2005 and replaced by a more comprehensive S-1 form.

Understanding the SEC S-2 Form

Only companies that had reported to the SEC under the 1934 Act for at least three continuous years were eligible to use SEC Form S-2, which permitted the inclusion of previously submitted information regarding their business and statements. financial.

SEC Form S-2 registrants were companies that carried on their principal business in the United States. Registrants were also those whose securities were registered under Sections 12(b) or (g) of the Stock Exchange Act of 1934 or who were required to file reports under section 15(d) of the Act.

Under Section 12(b) of the Securities Exchange Act, when an issuer files an application to register its security with the SEC, it must provide relevant financial data. This data may include information on corporate structure and executive compensation as well as balance sheets and profit/loss statements for the last three years. The form cannot be used with an exchange offer on another person’s securities.

Phase-out of Form S-2

The SEC S-2 form was discontinued in 2005; elements that allowed companies to use pre-filing information from SEC forms 10-Q, 10-K,and 8-K have since been incorporated into parts of the SEC Form S-1. Investors can still find older S-2 filings online that were submitted before 2005.

SEC Form S-1 is the initial registration form for new securities required by the SECOND for U.S.-based public companies Any security that meets the criteria must have an S-1 filing before the shares can be listed on a national stock exchange, such as the New York Stock Exchange. Companies typically file SEC Form S-1 in anticipation of their initial public offering (IPO). Form S-1 requires companies to provide information on the intended use of capital proceeds, detail the current business model and competition, and provide a brief prospectus of the intended security itself, offering pricing methodology and any dilution that will occur at other listed securities.

SEC Form S-1 is also known as a registration statement under the Securities Act of 1933. In addition, the SEC requires disclosure of any material business transactions between the company and its directors and outside advisors. Investors can view S-1 filings online to make due diligence on new offers before they are issued.

Foreign issuers of securities in the United States do not use SEC Form S-1, but must instead submit a SEC Form F-1.

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