What is an S-1 Registration?

Companies use the S-1 registration statement to make disclosures, as required under the Securities Act of 1993, for a public offering of securities. The securities can include, for example, equities (common or preferred stock), warrants, debt offerings, or a combination of these. A company making a public offering is exempted from filing an S-1 (and gets to file a kinder, gentler form) only if it has been filing annual (10-K) and quarterly (10-Q) reports with the SEC for at least three years and meets certain additional criteria. For that reason, an S-1 filing company is sometimes called “unseasoned,” but that term only refers to its trading history as an individual company. Although a firm filing an S-1 can be a fledgling company with few employees it can also be a large division, being spun off of a public company, or a prominent private firm.

The following discussion uses the example of an S-1 for an equity offering from a company that has never previously sold stock to the public. However, many of the comments are applicable to any S-1 filing and also relate to the S-1/A, an amended form that adds detail to the initial document.

From an investor perspective, an initial S-1 form provides the first glimpse of a company’s preliminary prospectus, also known as a “red herring,” which contains a wealth of information about the filing company. Companies often file S-1’s with the SEC long before they make printed prospectuses available to the public, so investors can get a head start on their research by reading SEC filings. Thanks to the electronic dissemination of SEC documents through www.sec.gov this can give you free access to new preliminary prospectuses, as well as amendments and other documents related to initial public offerings, shortly after their filing.

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