Securities Registration And The Emerging Growth Company JOBS Act SeriesIf a private company undertakes a public offering the Securities Act of 1933, as amended (the Securities Act) requires the private company file a registration statement with the SEC before it may offer its securities for sale to the public. The registered offering can be a direct public offering for a company that chooses to go public direct or an initial public offering (IPO) for a company conducting an underwritten public offering. The company may not sell the securities covered by the registration statement until the SEC staff declares the registration statement effective. The disclosures required by the Securities Act vary depending upon various factors including whether the issuer qualifies as an emerging growth company under the recently passed JOBS Act and whether the company previous engaged in a reverse merger with a public shell company.An issuer will qualify as an emerging growth company under the JOBS Act if its total annual gross revenues are less than $1 billion during its most recently completed fiscal year and, if as of December 8, 2011, the issuer had not sold equity securities under a registration statement. A company that completes its going public transaction continues to be an emerging growth company for the first five fiscal years after it completes an IPO,Cheap Christian Louboutin, unless:Ï its total annual gross revenues are $1 billion or more;Ï it has issued more than $1 billion in non-convertible debt in the past three years; orÏ it becomes a large accelerated filer, as defined in Exchange Act Rule 12b-2.Registration Statement RequirementsCompanies who go public including emerging growth companies should familiarize themselves with the disclosures required in an SEC Registration Statement. SEC Registration Statements have two principal parts. Part I is the prospectus, the legal offering or selling document. Your company filing the registration statement must disclose in the prospectus important facts about its business operations, financial condition, results of operations, risk factors, and management. It must also include audited financial statements. The prospectus must be delivered to everyone who buys the securities, as well as anyone who is made an offer to purchase the securities.Part II of the registration statement contains additional information that the company does not have to deliver to investors but that the company must file with the SEC, such as copies of material contracts.Form S-1All companies may use SEC Form S-1 to register a securities offering including companies conducting direct public offerings as part of a going public transaction. Form S-1 requires specified disclosures in the prospectus,Christian Louboutin Shoes, including:Ï a description of the companys business, properties, and competition;Ï a description of the risks of investing in the company;Ï a discussion and analysis of the companys financial results and financial condition;Ï the identity of the companys officers and directors and their compensation;Ï a description of material transactions between the company and its officers, directors, and significant shareholders;Ï a description of material legal proceedings involving the company and its officers and directors; andÏ a description of the companys material contracts.A company filing a registration statement must also provide disclosures about the securities offering, including:Ï a description of the securities being offered;Ï the plan for distributing the securities; andÏ the intended use of the proceeds of the offering.Registration statements of United States companies also must include financial statements that comply with the form and content requirements of Regulation S-X.Annual financial statements must be audited by an independent certified public accountant registered with the Public Company Accounting Oversight Board (PCAOB), which regulates public accounting firms that audit financial statements filed with the SEC.In addition to the information expressly required by Form S-1, companies also must provide any other information that is necessary to make the disclosures not misleading.Emerging Growth CompanyThe JOBS Act created a new category of issuer known as the emerging growth company. If a company meets the requirements of the emerging growth company status as defined in Section 2(a)(19) of the Securities Act, it may elect to provide reduced disclosures that are scaled for newly public companies under the JOBS Act.Emerging growth companies, among other things, may:Ï follow the smaller reporting company requirements for disclosure and audited financial statements;Ï not have to provide an auditor attestation of internal control over financial reporting under Sarbanes-Oxley Act Section 404(b); andÏ choose not to become subject to certain changes in accounting standards.Confidential Filing for Emerging Growth Companies as defined by the JOBS ACT Registration statements that must be filed with the SEC can be viewed by anyone using the SECs EDGAR system by going to the SECs website. If a company is an emerging growth company it can make its initial filings on a confidential basis.This memorandum 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 and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information concerning the rules and regulations affecting the use of Rule 144,Christian Louboutin Wedding Shoes, Form 8K, FINRA Rule 6490, Rule 506 private placement offerings, Regulation A, Rule 504 offerings, Rule 144, SEC reporting requirements, SEC registration on Form S-1 and Form 10, Pink Sheet listing, OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, go public direct transactions and direct public offerings.