SEC Form S-3

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DEFINITION

A simplified security registration form from the SEC, open to use by companies that have met prior reporting requirements. The Form S-3 registers securities under the Securities Act of 1933 for companies that are based in the United States only.

Companies seeking to use the S-3 must have met all reporting requirements listed under sections 12 or 15(d) of the Securities Exchange Act of 1934, which assumes that the company seeking registration already has some form of security filed with the SEC.

The filing of a Form S-3 may occur in advance of an initial public offering (IPO) of common stock.

Form S-3 is also known as the "Registration Statement Under the Securities Exchange Act of 1933".

INVESTOPEDIA EXPLAINS

Form S-3 is typically filed in conjunction with a common stock or preferred stock offering. Other requirements for the form's use are that the company has met all dividend and debt requirements in the 12 months prior to the filing date on the form.

The Securities Exchange Act of 1933, often referred to as the "truth in securities" law, requires that these registration forms, which provide essential facts, are filed to disclose important information upon registration of a company's securities. This helps the SEC achieve the objectives of this act - requiring investors to receive significant information regarding securities offered, and to prohibit fraud in the sale of the offered securities.


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