Legal Definitions - Form S-4

Definition: Form S-4 is a registration statement required by the Securities and Exchange Commission (SEC) for reporting companies that publicly offer new securities through a merger or acquisition. It outlines the disclosure and format requirements for registration statements related to business combinations and acquisitions.

Example: If Company A wants to acquire Company B and offer new securities to the public as part of the transaction, they must file a Form S-4 with the SEC. The Form S-4 will contain information about the transaction, the companies involved, and any risks associated with the offering.

Explanation: The example illustrates how a company must file a Form S-4 if they want to publicly offer new securities as part of a merger or acquisition. The Form S-4 will contain important information for investors to make informed decisions about the offering.

Content of an S-4: The Form S-4 consists of two parts:

• Part I: The prospectus or proxy statement, which includes information about the transaction, the companies involved, and any risks associated with the offering.
• Part II:Supplemental information that the SEC does not require the issuer to disclose, such as expenses incurred to conduct the offering and additional financial information.

Regulations: The primary SEC regulations governing what Form S-4 must contain are Regulation S-K and Regulation S-X. Regulation S-X governs the form and contents of financial statements in the registration statement, and Regulation S-K governs all other content.