The Form S-1 ﬁling
Information that is required by the Form S-1 includes the following:
Part I – Information required in the prospectus
Prospectus summary. This appears at the beginning of the prospectus and is basically a short summary describing the company, its business, the type of securities being offered, the amount of estimated proceeds, the intended use of the proceeds, and may also include certain summary ﬁnancial information. This section also includes the complete mailing address and the telephone number of the company’s principal executive ofﬁces. Although not required, companies are including their Internet Web site address in this section.
Risks associated with the business. Any factors that make your offering speculative or risky must be disclosed. These factors may include those that appear in the following list:
—Recent adverse developments or operating losses;
—The need for additional ﬁnancing;
—The dilution to public investors;
—Industry trends or business seasonality;
—The existence of signiﬁcant competition;
—The company’s dependence on a few customers, suppliers, or key members of management;
—Information regarding signiﬁcant contracts or licenses;
—Impact of current or proposed legislation (e.g., communications, health care); and
Use of proceeds. Your company must disclose and discuss the planned use of the proceeds from the offering. This section of the registration statement should be carefully drafted because the SEC requires reports on the actual disposition of the proceeds after the offering is completed. Because the actual use of proceeds may change between the ﬁling date and the effective date as the company’s plans change, it may be necessary to revise this section of the registration statement on the effective date. Typical uses might include debt reduction, acquisitions, S corporation distributions, research and development expenditures, and marketing expenses.