What Was SEC Form S-2?

The Securities and Exchange Commission Form S-2 was a regulatory form of the Securities and Exchange Commission (SEC) that served as a simplified registration for the offering of new securities. An SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). The form was phased out in 2005 in favor of an enhanced Form S-1.

Public companies, company insiders, and broker-dealers are required to make regular SEC filings. Investors and interested parties rely on SEC filings for information about companies they are evaluating for investment purposes.

Key Takeaways

  • Form S-2 was a filing required by the Securities and Exchange Commission that served as a simplified registration for the offering of new securities.
  • An SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC).
  • The SEC Form S-2 was discontinued in 2005 and replaced by a more comprehensive Form S-1.

Understanding SEC Form S-2

Only companies that had been reporting to the SEC under the 1934 Act for at least three years without interruption were eligible to use the SEC Form S-2, which allowed for the inclusion of previously submitted information regarding their business and financial statements.

Registrants of the SEC Form S-2 were companies that had their principal operations in the U.S. The registrants also were those that had securities registered under Sections 12(b) or (g) of the Securities Exchange Act of 1934 or that were required to file reports under Section 15(d) of the Act.

Under Section 12(b) of the Securities Exchange Act, when an issuer files to register their security with the SEC, they must provide pertinent financial data. This data may include information on the corporate structure and management compensation along with the balance sheets and profit/loss statements from the past three years. The form can not be used with an exchange offer for securities of another person.

Phase Out of Form S-2

The SEC Form S-2 was discontinued in 2005; the elements that allowed companies to use prior filing information from SEC Forms 10-Q, 10-K,and 8-K have since been incorporated into parts of SEC Form S-1. Investors may still find older S-2 filings online that were submitted prior to 2005.

SEC Form S-1 is the initial registration form for new securities required by the SEC for public companies that are based in the U.S. Any security that meets the criteria must have an S-1 filing before shares can be listed on a national exchange, such as the New York Stock Exchange. Companies usually file SEC Form S-1 in anticipation of their initial public offering (IPO). Form S-1 requires companies to provide information on the planned use of capital proceeds, detail the 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.

SEC Form S-1 is also known as the registration statement under the Securities Act of 1933. Additionally, the SEC requires the disclosure of any material business dealings between the company and its directors and outside counsel. Investors can view S-1 filings online to perform due diligence on new offerings prior to their issue.

Foreign issuers of securities in the U.S. do not use SEC Form S-1 but instead must submit an SEC Form F-1.