What Is SEC Form F-4?
SEC Form F-4 is a filing that the U.S. Securities and Exchange Commission (SEC) requires for the registration of certain securities by foreign issuers. SEC Form F-4 supports the registration of securities involving foreign private issuers in connection with exchange offers and business combinations.
- SEC Form F-4 is to be used by any foreign private issuer, as defined in Rule 405 (§230.405), for the registration of securities under the Securities Act of 1933.
- The form must also be filed if there is a U.S. merger or acquisition involving a foreign issuer.
- The form should not be used if the registrant is a registered investment company.
Understanding SEC Form F-4
Form F-4 is also known as the registration statement under the Securities Act of 1933. This act, often referred to as the "truth in securities" law, requires that these registration forms disclose essential facts about the company and securities being offered. It helps the SEC achieve its objectives by making information more accessible to investors and prohibiting fraud.
SEC Form F-4 required fields include:
- The exact name of the registrant and translation into English
- State or other jurisdiction of incorporation
- Primary Standard Industrial Classification Code Number
- IRS Employer Identification Number
- Address of the registrant’s principal executive offices
- Name, address, and telephone number of the agent of service
In addition, Form F-4 requires the applicant to divulge the approximate date of commencement of proposed securities sale, whether the registrant is an emerging growth company, whether it prepares its financial statements in accordance with U.S. GAAP, and a calculation of the registration fee. All of this is to help standardize the practices of foreign firms with U.S. markets and streamline the flow of information to potential shareholders and the investing public.
Sections in SEC Form F-4
The Form F-4 registration statement consists of the following three parts:
- Cover page: This is a single page at the beginning of the filing. It contains information that will assist the SEC staff in handling the registration statement. This page is filed with the SEC but is not included in the information sent to shareholders of the target (i.e., the prospectus, described below).
- Prospectus: This document is the core of the registration statement, and contains most of the disclosures and financial information in the filing. This document is included as part of the Form F-4 registration statement, and it's also sent separately as a stand-alone document to U.S. shareholders of the target.
- Part II: This part of the registration statement includes information with respect to indemnification, undertakings by the registrant, the signature pages of the registration statement, exhibits, and any financial statement schedules. Part II is filed with the SEC but is not included in the prospectus sent to shareholders. Of the exhibits required to be filed with Form F-4 pursuant to Part II, material contracts are perhaps the most sensitive.
Other Important SEC Forms
While all SEC forms are critical, an additional one for issuers to note is Form S-1. This is the initial registration form for new securities of domestic issuers. Similar to SEC Form F-4, Form S-1 asks issuers to provide information on the planned use of capital proceeds, current business model, and competition, and provide a brief prospectus of the planned security itself, offering price methodology and any dilution that will occur to other listed securities.
Another important form is the 10-K. This is a comprehensive summary report of a company's annual performance. The SEC requires this for most public companies. Typically, the 10-K is a much more detailed account than a company’s annual report and includes five distinct sections:
- A business overview, including main operations, products, and services
- Risks (present and future)
- Selected financial data from the past five years
- Management discussion and analysis (MD&A) that provides an explanation of recent business results
- Audited financial statements (including the income statement, balance sheets, and statement of cash flows) and a letter from the company’s independent auditor certifying the scope of their review.