How Form S-1 and Form 10 Registration Statements Are Different

Going public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale. Unlike a registration statement on Form S-1, a Registration statement on Form 10 registers a class of securities such as common or preferred stock pursuant to Section 12(b) or 12 (g) of the Securities Exchange Act of 1934.

A Form 10 registration statement is automatically effective 60 days after filing, regardless of whether the issuer has responded to all Securities and Exchange Commission (the “SEC”) comments.

Registration statements on Form S-1 register specific securities of a company.  Form S-1 can be used to register shares for a company to sell to investors, specific shares for the issuer’s shareholders to resell.  Form S-1 can also be used to register both simultaneously.

The S-1 registers and offers specific shares for the issuer or its stockholders to sell to the public.  Form S-1 can be used for an Initial Public Offering (“IPO”) or Direct Public Offering (“DPO”)

Typically, the SEC renders comments to registration statements on Form S-1 within 30 days after filing.  Upon satisfaction of all comments, the SEC will declare the registration statement effective.  Once the Form S-1 is effective, the issuer is subject to the SEC’s reporting requirements and is obligated to file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Once the Form 10 registration statement is effective, the issuer is subject to the SEC’s reporting requirements and  must file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.  In addition, the issuer must comply with the SEC’s proxy rules.  The SEC requires that shareholders of an issuer whose securities are registered under Section 12 of the Securities Exchange Act receive a proxy statement prior to action being taken at a shareholder meeting or by written consent.  The information contained in the proxy or information statement must be filed with the SEC before soliciting a shareholder vote on the election of directors and the approval of other corporate actions.  Solicitations, whether by management or shareholders, must disclose all important facts about the issues on which shareholders are asked to vote.

For further information, please contact Brenda Hamilton, Securities Lawyer at (561) 416-8956, or [email protected].  This securities law log post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.  Please note that the prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956