SEC Form S-1 - Explained
What is a Form S-1?
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What is SEC Form S-1?
US public companies are required to register new securities (or offerings of new securities) with the Securities and Exchange Commission (SEC). This is done through the prescribed Form S-1. This is required before the securities can be listed for sale on a public exchange. This form includes company information about use of capital, the current business framework, market competition, planned security offering, price methods, and securities dilution. Foreign issuers of the securities; however, will use Form F-1 instead of S-1.
How is the SEC Form S-1 Used?
As per the Securities Act of 1933, the form S-1 is referred to as a registration statement. It must include any material information about the company.. The first part of S-1 form is called the prospectus. The prospectus is a the disclosure document that issuers of securities must provide to potential investors. The S-1has legal consequences and contains information about business operations, capital use, price per share, management, financial situation, underwriters, and individual shareholder earnings. The second part, which is not legally mandatory, includes information about the last sale of unregistered securities, financial statement schedules, and relevant exhibits.
Academic Research on Form S-1
- IPO first-day returns, offer price revisions, volatility, and form S-1language, Loughran, T., & McDonald, B. (2013). Journal of Financial Economics,109(2), 307-326. This paper provides a full definition of Form S-1, the first SEC filing in the initial public offering (IPO) process. The paper shows that IPOs with high levels of uncertain text have higher first-day returns, absolute offer price revisions, and subsequent volatility.
- Concealing and confounding adverse signals: Insider wealth-maximizing behavior in the IPO process, Ang, J. S., & Brau, J. C. (2003). Journal of Financial Economics,67(1), 149-172. In this paper, the authors study a known negative signal, the sale of insider shares in an IPO and find that insiders adopt two concealment strategies consistent with wealth-maximizing behavior.
- Evidence of regulatory noncompliance with SEC disclosure rules on auditor changes, Schwartz, K. B., & Soo, B. S. (1996). Accounting Review, 555-572. This paper identifies widespread noncompliance with SEC regulations requiring prompt disclosure of auditor changes and investigates whether late filers and their auditors simply lack SEC expertise or have other reasons to delay reporting the auditor change. The authors find from research that late filers are more likely to be smaller and financially distressed, and less likely to issue securities following the auditor change, suggesting that compliance is affected by factors other than competency.
- Signaling firm value through board structure: An investigation of initial public offerings, Certo, S. T., Daily, C. M., & Dalton, D. R. (2001). Entrepreneurship Theory and Practice,26(2), 33-50. This paper examines the relationship between boards of directors and firm performance. This paper wishes to solve the puzzle involved in this relationship by the use of initial public offering (IPO) processes.
- Does going public affect innovation?, Bernstein, S. (2015). The Journal of Finance,70(4), 1365-1403. This paper investigates the effects of going public on innovation by comparing the innovation activity of firms that go public with firms that withdraw their initial public offering (IPO) filing and remain private. NASDAQ fluctuations during the bookbuilding phase are used as an instrument for IPO completion. The analysis reveals that going public changes firms' strategies in pursuing innovation.
- toForm S-1Registration Statement, United States Securities and Exchange Commission, Registration, (333-168792).
- Shelf registration: competition and market flexibility, Kidwell, D. S., Marr, M. W., & Thompson, G. R. (1987). The Journal of Law and Economics,30(1), 181-206.
- The EU Challenge to the SEC, Karmel, R. S. (2007). Fordham Int'l LJ,31, 1692. This article argues that the European Union (EU) has been instrumental in moving the United States (US) Securities and Exchange Commission (SEC) from a policy of national treatment of foreign (non-US) issuers to a policy of mutual recognition of financial disclosure regulation based on convergence between US Generally Accepted Accounting Standards (GAAP) and international accounting standards (IFRS).
- Securities Exchange Act of 1934 and the Investment Advisers Act of 1940, Loomis Jr, P. A. (1959). Geo. Wash. L. Rev.,28, 214.
- Market reaction to the expiration of IPO lockup provisions, Brau, J. C., Carter, D. A., Christophe, S. E., & Key, K. G. (2004). Managerial Finance,30(1), 75-91. This paper examines the process of Initial public offering (IPO) lockup agreements. This study investigates share price reactions at and around the time the lockup agreements expire. Results indicate statistically significant negative abnormal returns in the event window surrounding the expiration date.