Within the last week, the Division of Corporation Finance of the Securities and Exchange Commission published two documents of note. The first is the staff’s observations in connection with its review of smaller reporting companies’ initial ’33 Act registration statements. The staff points to common deficiencies in connection with such reviews including the need for companies to improve their Management Discussion and Analysis presentation by including an overview of key issues confronting management, to include all required undertakings relating to the offering, to provide accounting policies for revenue recognition as well as to expand disclosure with respect to recent sales of unregistered securities.
The Division also released Compliance and Disclosure Interpretations (C&DIs) with respect to Securities Act Forms. The C&DI compiles prior Division positions and also includes a number of new interpretations. A number of C&DIs relate to the permitted use of F-Series registrations, the updating of S-1 registration statements when used in a continuous offering, S-3 registration statement eligibility requirements (including for automatic shelf registration statements and for resales of convertible securities issued in PIPES transactions), a large number of C&DIs relating to the use of S-8 registration statements, as well as Q&As relating to Forms D and 144.