5. The Going-Public Process 47

Registration statements should be complete at the time the document is filed, including the age requirements of the financial statements having been met. At times, the staff has received a number of incomplete registration statements in an attempt to “get in line” for the review process. The staff generally will not review incomplete registration statements. If a registrant believes there are extenuating circumstances and the staff should review an incomplete filing, the matter should be approved by the staff prior to submission.
The waiting period
Once the registration statement has been filed, the “waiting period” or “cooling- off” period begins and continues up to the effective date of the registration. During this period, there are restrictions on the activities the company and the underwriter can undertake. During the waiting period, the underwriters may accept “indications of interest” from potential purchasers, but no actual sales can be made until after the effective date.
DAYS 91-100
Responding to the SEC letter of comment and preparing the amended registration statement
After review of the registration statement, the staff typically issues a letter that sets forth questions, possible deficiencies, and suggested revisions. The letter, referred to as a comment letter, is generally mailed or faxed to the company’s legal counsel.
Submission of a carefully prepared registration statement usually limits staff comments. While differences of opinion sometimes exist as to the propriety of a particular comment or request, most of the comments and suggestions made by the staff prove to be constructive.
Each comment in the staff’s letter of comment must be addressed and resolved in writing before the registration statement can become effective. If revisions are necessary, they are made in an amended registration statement that is also filed via EDGAR.
In addition, significant developments often occur during the period subsequent to filing of the initial registration statement and prior to final SEC approval and these, of course, must be reported. If a development is materially adverse, for example, it would obviously affect the offering’s attractiveness. Conversely,
a positive development, such as the favorable settlement of a major pending lawsuit, might remove any uncertainty about your company and its future. In other words, any interim developments that materially affect your company and its prospects must be disclosed via amendments to the
initial registration statement.
PricewaterhouseCoopers LLP Roadmap for an IPO

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