Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.
Section 5 of the Securities Act requires issuers to file a registration statement unless the offering is a private placement. Form S-4 lays out the disclosure and format requirements for registration statements in offerings related to business combinations and acquisitions.
Content of an S-4
The primary SEC regulations governing what Form S-4 must contain are Regulation S-K and Regulation S-X. Regulation S-X governs the form and contents of financial statements in the registration statement, and Regulation S-K governs all other content.
The Form S-4 consists of two parts:
- Part I is the prospectus or proxy statement. The issuer may integrate their Form S-4 with the target company’s proxy statement, which contains information that would be required in the registration statement. This includes a question and answer section that stockholders would have about the business combination, information on the vote determining whether to complete the transaction, a summary of the buyer and target’s business operations, risk factors, information about the transaction, and other material information. Unlike most registration statements, issuers may include forward-looking statements in their Form S-4 but must add a cautionary statement about such forward-looking statements.
- Part II contains supplemental information that the SEC does not require the issuer to disclose. This could include expenses the issuer incurred to conduct the offering, recent private placements of securities, and additional financial information.
[Last updated in January of 2022 by the Wex Definitions Team]