past three years; or
♦ it becomes a "large accelerated filer http://www.teamvikingsmall.com/authenti … gs-jersey/ ," as defined in Exchange Act Rule 12b-2.
Emerging growth companies, among other things, are permitted to:
♦ follow the smaller reporting company requirements for disclosure and audited financial statements;
♦ not have to provide an auditor attestation of internal control over financial reporting under Sarbanes-Oxley Act Section 404(b); and
♦ choose not to become subject to certain changes in accounting standards.
The Registration Statement Filing Process
Registration statements must be filed with the SEC using the SEC’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. In general, anyone can see the information and documents a public company files as part of Part I and Part II of the Form S-1 registration statement, by looking it up on the SEC website.
If the company is an "emerging growth company http://www.teamvikingsmall.com/authenti … gs-jersey/ ," however, its initial filings can be made on a confidential basis. If a company is a "foreign private issuer" under Rule 3b-4, it may also submit its initial filings on a non-public basis.
SEC Review of Form S-1 Registration Statements
The SEC staff examines registration statements for compliance with disclosure requirements, but does not evaluate the merits of the securities offering or determine whether the securities offered are "good" investments or appropriate for a particular type of investor.
If a filing or confidential submission appears incomplete or if the staff has questions regarding the registration statement or the offering, they usually inform the company with an initial "comment letter," typically within 30 days after filing or confidential submission. The company may file correcting or clarifying amendments to respond to the comments. The initial comment letter may be followed by additional comment letters. The review process is not subject to time limits.
Once the company has satisfied the disclosure requirements http://www.teamvikingsmall.com/authenti … gs-jersey/ , the staff declares the registration statement "effective." The company may then complete sales of its securities.
More information on the process for SEC review of registration statements is available on the SEC website athttp:www.sec.govdivisionscorpfincffilingreview.htm.
Going Public Disclosures
Reporting After a Securities Act Registration Statement
Once the SEC staff declares a company’s Securities Act registration statement effective, the company becomes subject to Exchange Act reporting requirements. These rules require the company to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC on an ongoing basis. If the company qualifies as a "smaller reporting company" or an "emerging growth company," it will be eligible to follow scaled disclosure requirements for these reports.
Once a public company begins reporting, it will be required to continue reporting unless it satisfies one of the following "thresholds," in which case its SEC filing obligations are suspended:
♦ the company has fewer than 300 shareholders of record of the class of securities offered (1 http://www.teamvikingsmall.com/authenti … gs-jersey/ ,200 shareholders of record if the company is a bank or bank holding company); or
♦ the company has fewer than 500 shareholders of record of the class of securities offered and less than $10 million in total assets for each of its last three fiscal years.
If the company is subject to Exchange Act reporting requirements, it must file with the SEC much of the same information about the company as is required in the registration statement for a public offering, described above.
All of this information must be filed electronically with the SEC through its EDGAR system, and will immediately become publicly available upon filing. The company’s CEO and CFO must certify the financial and certain other information contained in annual reports on Form 10-K and quarterly reports on Form 10-Q.
The company must file current reports on Form 8-K to report a wide range of specified events, some within four business days after occurrence of the event. Examples of the events that trigger this requirement are:
♦ entry into and termination of a material definitive agreement (a copy of the agreement must also be publicly filed);
♦ completion of an acquisition or disposition of assets;
♦ notice of a delisting or failure to satisfy a continued listing rule or standard or transfer of listing;
♦ unregistered sales of equity securities;
♦ material modifications to rights of security holders;
♦ changes in the company’s certifying accountant;
♦ changes in control of the company;
♦ election of directors, appointment of principal officers http://www.teamvikingsmall.com/authenti … gs-jersey/ , and departure of directors and principal officers; and
♦ amendments to charter and bylaws.
Exchange Act Registration Statement Requirements
Even if a company has not issued securities under a registration statement declared effective by the SEC staff under the Securities Act, it could still become an SEC reporting company. Exchange Act registration is often accomplished on Form 10. In general, a company will be required to file a registration statement under Section 12 of the Exchange Act registering the pertinent class of securities if:
♦ it has more than $10 million in total assets and a class of equity securities, like common stock, that is held of record by either (1) 2,000 or more persons or (2) 500 or more persons who are not accredited investors; or
♦ it lists the securities on a U.S. exchange.
For banks and bank holding companies http://www.teamvikingsmall.com/authenti … gs-jersey/ , the threshold is 2,000 or more holders of record; the separate registration trigger for 500 or more non-accredited holders of record does not apply.