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Simple English definitions for legal terms
Form S-4
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A quick definition of Form S-4:
Form S-4: A document that companies must file with the Securities and Exchange Commission (SEC) when they want to offer new securities to the public as part of a merger or acquisition. The document has two parts: Part I is a prospectus or proxy statement that includes information about the business combination, the vote to complete the transaction, the buyer and target's business operations, risk factors, and other important information. Part II contains additional information that the SEC does not require but may be useful to investors. The document must follow certain regulations and include financial statements and other content required by the SEC.
A more thorough explanation:
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.