4.1.5.3.1. Registration Statement Information Requirements
Section 7 of the Securities Act requires that a registration statement include information that can be grouped into the following categories:
General information about the issuer
• Name, state, or other jurisdiction of incorporation or organization, and location of main office
• Names and addresses of directors and the company’s chief executive, financial, and accounting officers
• Compensation of directors and officers
• Description of the company’s business
Information about the issuer’s stock
• Names and addresses of shareholders who own more than 10% of any class of stock or of the aggregate outstanding stock
• Amount of securities held by shareholders who hold at least 10% of company securities, including directors, officers, and the underwriter
• Issuer’s capitalization
• Securities covered by options outstanding or to be created
Information about the issuer’s finances
• Current balance sheet
• Profit and loss statement
• Any other offerings by the issuer within the preceding two years
Information about the offering
• Specific purposes of the offering
• Proposed offering price
• Amount of stock of each class to be offered
• Amount of expenses, commissions, discounts, and other amounts to be paid with respect to the offering
• Estimated net proceeds
• Proposed use of the proceeds to purchase any business or property
• Names and addresses of the underwriters and the legal counsel that reviewed the legality of the issue
• Amount of funded debt outstanding and to be created
Copies of relevant documents
• Underwriter agreements
• Legal opinions of counsel on the issue’s legality
• Material contracts not made in the ordinary cours