5. The Going-Public Process 38

Registration requirements
Form S-1(1 )
Form SB-2
Income statement
3 years
2 years
Balance sheet
2 years
1 year
Statement of cash flows
3 years
2 years
3 years (corresponding
2 years (corresponding
to income statement)
Earnings per share
to income statement
and 5 years for selected
only)
financial data section
Financial statement schedules
3 years
Not required
Management’s
Required
In less detail than S-1(2)
discussion and analysis
Selected financial data
Required
Not Required
Separate financial statements
Required
Required
for significant acquisitions
Pro forma financial
Required
Required
information(3)
(1)The requirements are for the periods indicated or from inception of the business, if later.
(2)A Plan of Operations describing the company’s business plan of operation for the next 12 months may be used in lieu of MD&A if the issuer has not had revenues in each of the last two years.
The plan of operation should discuss the company’s ability to satisfy its cash requirements, a summary of product research and development, expected purchases or sales of plant and equipment, and any expected significant changes in the number of employees.
(3)Additional information on pro forma financial information requirements may be found in the Financial Information section under pro forma financial information, page 41.
Preparing the registration statement
The preparation and filing of the registration statement is a relatively complicated,time-consuming, technical process requiring substantial planning and coordination in order to provide the information specified by the SEC form being used and to comply with the applicable SEC rules in the most efficient manner possible. It involves a great deal of effort by your management team, lawyers, and accountants to position your company as positively as possible, while also disclosing any negative risk factors.
It is during the preparation process that your scheduled timetable for going public can fall asunder, causing a delay in the anticipated filing date. It is therefore imperative that the entire team be thoroughly familiar with the registration statement requirements, be cognizant of the deadlines set, periodically assess the status of sections of the registration statement, and ensure that reviews of the sections are timely.
The registration statement (Form S-1) consists of two principal parts. Part I contains the essential facts regarding the business operations, financial condition, and management of the company that are required to be included in the prospectus, including the company’s financial statements. Part II represents additional information that is not required to be included in the prospectus.
38
PricewaterhouseCoopers LLP Roadmap for an IPO

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