Registration Statements

1
Registration Statements

• From A to Z continued

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Registration Forms

• S-1 and S-3 (primary forms) S-2 History
• S-4business combinations
• S-8Employee benefit plans
• S-11-Real estate offerings
• SB-1Small business issuer under 10m
• SB-2Small business issuer over 10m
• Counterpart F-1-F-4 for non-U.S. issuer

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Composition of Registration Statement

• Form S-1 or S-3
• Facing Page,General Instructions (on form)
• Part IInformation required in prospectus
• Part II-Info not required in prospectus
• Signature Page
• ExhibitsItem 16Reg. S-K Item 601 Separate but
  part of registration statement

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Standard Registration Items

• Found in Part 500 of Regulation S-K
• Applicable to forms-S-1 and S-3
• Outside Front Cover Page Item 501--1 page
• Title /amount of securities/pricing table/market
  for securities/
• Non-reporting co. (IPO)range of offering price
  and number of shares
• underwriters/whether firm
• Cross-Reference to Risk Factors
• DateSubject to completion legend
• State and SEC Legend
• Salesforce.com

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Inside and BackCover Page

• Regulation S-KItem 502
• Table of Contents on eitherexcept elec
• Must follow cover pagemust include
• All sections and specifically Risk Factors
• Back /R.174 Dealer delivery obligation
• What is it? How does SOR change it
• None if reporting company 25 days if on Nasdaq
  or exchange 90 if first40 other

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Item 503-Summary Risk Factors

• Summary follows Cover Risk Factors follow
  summary (if pricing information both follow
  pricing information if no pricing information
  section both follow cover if no summary-risk
  factors follows cover page
• Summaryif useful risk factors-if appropriate.
  Realitywill be both summary and risk
  factors-pricing section may be history because of
  R. 172
• Address/telephone with Summary or cover page
• Ratio of earnings to fixed chargesdebt offering
• See Salesforce.com

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Risk Factor Section

• Significance vis a vis Section 11 liability
• Tend to be extensiveSee Cogent
• Forward-looking statements
• Beware caution doctrine
• PSLRA safe harbor not applicable IPO BUT
  cautionary statements as if it were
• See Cogent-SPECIAL NOTE

8
SRI (continued)

• Use of Proceeds-Item 504
• Determination offering priceItem 505
• DilutionsItem 506--
• Selling security holders/Item 507
• Plan of distributionItem 508
• Interest of experts/counsel-Item 509
• Indemnification and Item 510

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Use of Proceeds

• Principal purposes
• Amount for each
• Priority required only if may raise less (not
  applicable to firm underwriting)
• Tendency to avoid itemization by referencing
  general corporate purposes and other generalities

10
Determination of Offering Price

• Describe the various factorsvague
• Negotiations issuer/underwritersort of
  standardreality in ordinary market business
  planprojection of future earnings and putting
  P/E and discount
• Too much exposure to put it in prospectus

11
Dilution

• Non-reporting company3 yr losses
• Disparity between offering price and what
  insiders pay for stock
• (a) Net tangible book value per share before and
  after
• (b) Increase in net tangible book value per share
  attributable to the cash payments made by
  purchasers of the shares being offered and
• (c) Amount of the immediate dilution from the
  public offering price absorbed by investors
• See GOOGLE

12
Plan of Distribution

• Name members of underwriting group
• Amount each is committed to purchase
• Compensation to dealers (selling group)
• Description of agreement to indemnify
• Managing underwriter with less than 3 years
  experiencedisclosure of that fact and any
  relationship to issuer

13
Selling Shareholders

• May or may not be applicable
• Combined principal (5) security holders
• Managementbeneficial ownership
• Tend to overlap as selling shareholders likely to
  officers, directors, 5 shareholder
• Requires as to selling shareholder share
  ownership before and after proposed sale
• If combineleave shares sold blank for insiders
  not selling share in the offering

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Form S-1Item 11Information with Respect to
Registrant

• Includes both BIP and In Depth Info
• Reference Reg. S-K Items for content
• Regulation S-X for financial statements
• Part of Integrated disclosure system
• Form S-1--SOR some reporting companies may
  Incorporate by Reference 34 act Reports
• S-3 before/after SOR have to Incorporate 34
• Bring 33 Act disclosure in public offerings and
  34 Act continuous disclosure together

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Item 11 continued

• (a) SK-101Business
• (b) SK-102Properties
• (c) SK-103Legal
• (d)SK-201-Description ofSecurity Commonequity
• (e) Financial Statements re SXArt. 3
• (f) SK 301Selected financial Info
• (g) SK-302-Supplementary financial Info
• (h) SK-303-Management Discussion Analysis
• (i) SK-404-Disagreements with Accountants

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Item 11 (continued)

• (j) S-K 305Market Risk
• (k)S-K-401Directors/Executive Officers
• (l) S-K-402Executive compensation
• (m) S-K-403Security Ownership 5 beneficial
  owners and management
• (n)S-K-404/Transactions withmanagement
• Item 12SK510-Indemnification/SEC

17
Selected Financial InformationItem 301

• Five years of selected (3/2 yrs more than audited
  statements See Google
• net sales or operating revenues
• income (loss) from continuing operations income
  (loss) from continuing operations per common
  share
• total assets
• long-term obligations and redeemable preferred
  stock
• cash dividends declared per common share.

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Item 303MDA

• Financial Condition, Changes in FC Results of
  OperationUsually on comparative basis with prior
  years
• But want more than plus or minusreasons and
  trends as to
• LiquidityCapital ResourcesResults of operations
• Off-Balance Sheets added as result of
  EnronSpecific Details

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Item 303 the Commission

• to provide a narrative explanation of a
  companys financial statements that enables
  investors to see the company through the eyes of
  management
• to enhance the overall financial disclosure and
  provide the context within which financial
  information should be analyzed and
• to provide information about the quality of, and
  potential variability of, a companys earnings
  and cash flow, so that investors can ascertain
  the likelihood that past performance is
  indicative of future performance
• Google

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Some In-Depth Items of Complexity

• Item 402Executive Compensation
• See Cogent
• Item 404Transactions with Management
• Any director of executive officer
• Any immediate family member of same
• Within last fiscal year or proposed
• Exceeding 60,000.
• Description of business relationshipsincluding
  counsel of or member of law firmdo not have to
  disclose amount fees if less 5 firms gross