Selling Shareholder Registration Statements in Going Public Transactions

Going public transactions can be structured a variety of ways.   An initial public offering or primary offering involves a registration statement covering shares for sale by an issuer. Many going public transactions involve the filing of a registration statement with the Securities and Exchange Commission (“SEC”) registering shares held by existing stockholders so that the issuer can meet FINRA’s shareholder requirements.

This type of registration statement is referred to as a resale registration statement or secondary offering.  The issuer does not receive proceeds from the sale of the securities subject to a resale registration statement. Companies often file resaleregistration statements when they have granted existing shareholders registration rights.  An issuer can file a Form S-1 statement covering both a secondary offering by selling shareholders and a primary offering of its own behalf.  This structure is common in going public transactions  particularly when an issuer does not have enough stockholders for a ticker symbol assignment.

Form S-8 Registration Statements Q & A

A. Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”).  Most companies use Form S-1 in going public transactions when conducting a direct public or initial public offering (“IPO”).

Form S-1 registration statements require complete and comprehensive disclosures of the issuer’s business, finances and management functions as a prospectus for investors in an initial public offering. It’s also the most time-consuming registration statement to prepare because of the expansive disclosures required.