What Is SEC Form S-6?
SEC Form S-6 is an initial registration statement filed with the U.S. Securities and Exchange Commission (SEC), which unit investment trusts (UITs) use to register securities they issue.
A unit investment trust is a type of investment company that offers a fixed portfolio, generally of stocks and bonds, as redeemable units to investors for a specific period. It is designed to provide capital appreciation and/or dividend income for investors. Unlike mutual funds, UITs have a stated expiration date based on what investments are held in their portfolio, and when the portfolio terminates, investors receive their pro-rata portion of the UIT's net assets.
- SEC Form S-6 is an SEC filing required for registering and issuing shares of unit investment trusts (UITs).
- UITs are pooled investments that have stated expiration terms and are issued via an initial public offering to investors.
- SEC Form S-6 details the relevant information that an investor in a UIT requires, similar to a mutual fund's prospectus.
Understanding SEC Form S-6
SEC Form S-6 is also known as the Registration Statement under the Securities Exchange Act of 1933 for unit investment trusts (UITs). (Form N-8B-2 is for UITs registered under the Investment Company Act of 1940.) Since unit investment trusts offer a fixed portfolio to investors, typically including the standard stocks and bonds for a specific period, all securities must be registered for the SEC to have a complete overview of the investment and securities basket.
The Securities Exchange Act of 1933, the "truth in securities" law, requires that these registration forms disclose important information upon registration of a company's securities. SEC Form S-6 helps the SEC achieve the objectives of this act by requiring that investors receive pertinent information regarding securities offered and to prohibit fraud in the sale of the offered securities. In this way, the S-6 is akin to the prospectus that is required by mutual fund companies.
The five-page form is available on the SEC website, and the Securities and Exchange Commission maintains a comprehensive list of all recent securities registered by these UITs. In the one month of December 2020, 130 SEC Form S-6s were filed. These included multiple entries by Fitzgerald Marketing & Communications, Invesco Unit Trusts, Guggenheim Defined Portfolios, and other unit investment trusts.
Example of an SEC Form S-6 Filing
On Oct. 7, 2020, First Trust Portfolios LP filed an SEC Form S-6 to register FT 8993, which consists of a "single portfolio known as FTP Innovative Technology Portfolio Series," which seeks above-average capital appreciation. In the form, First Trust outlined the elements of the security, including the following elements:
- Fee table
- Statement of net assets
- Schedule of investments
- Information about the overall series
- Risk factors
- Public offering
- Distribution of units
- Expenses and charges
- Tax status
- Rights of unitholders
- Income and capital distributions
- Information on the sponsor, trustee, and evaluator