Experienced Lawyers Integrating SEC Compliance With Sound Capital Strategies
Companies that work with Gottbetter & Partners, LLP, are quick to recognize the advantages of working with securities attorneys whose understanding goes well beyond the finer points of SEC compliance. We also know how to help you get the most out of your securities registration by planning ahead, explaining the different characteristics of different registration options, and maximizing the impact of a securities issue while minimizing the expense and risk.
Contact our office in New York to learn about your choices among S-1, S-3 and S-8 registration statements, when to use which form, and the things your company can do to expand its flexibility in registering securities under each of these approaches. Once you understand your options and select a particular approach, our law firm can work with your management and auditors on drafting the registration statement and handle all the details of converting to the SEC electronic filing format ("EDGARizing"), filing and if necessary, amending it.
S-1 Registration in Support of an Initial Public Offering
Form S-1 registration will normally be required for a traditional IPO or our self-underwritten GPO process. This most complete and comprehensive statement of the issuer's business, finances and management functions as a prospectus for investors in an initial offering. It's also the most time-consuming registration to prepare because of its breadth, depth and level of required detail.
One year or more after the IPO, subsequent securities offerings may be registered through the shorter and less comprehensive Form S-3 registration statement provided the issuer meets certain market capitalization and other requirements. This process can also be of use to registrants interested in the possibility of bypassing the S-1 process altogether. Filers that have timely reported on an annual and quarterly basis with the SEC for at least three years while meeting certain other criteria will be able to register their securities through the far more streamlined procedure of Form S-3.
At the conclusion of the registration process, the stock sold in the IPO or GPO will be registered as free-trading securities, allowing for the issuer to apply with FINRA for a ticker symbol to allow trading on the OTCBB, OTC Markets, Nasdaq BX and other exchanges.
Shelf Registration Through Form S-3
The S-3 registration process can also support so-called shelf registration, which allows a company to pre-register a class or classes of securities, then offer them later within the two-year period following registration at prevailing prices. As a result, a company can protect share values by keeping the offering out of a bear market, manage cash flow through careful timing of the issue, or achieve other business objectives.
S-8 Registration for Offerings Under Employee Benefit Plans
Form S-8 registration applies only to securities that will be offered to the issuer's employees under an employee stock option plan (ESOP) or other employee benefit plan. Our experience with the broader capital strategies related to employee investment programs can help you manage the appropriateness, details and timing of an S-8 registration in a broader business planning context.
For additional information about the ways your company can manage the expense and time commitment of securities registration through Form S-1, S-3 or S-8 statements, contact Gottbetter & Partners in New York City.
