In connection with a public offering of securities, an issuer must prepare a registration statement to give potential investors a reasonable basis upon which to make an investment decision. Rule 404(a) of the Securities Act states that a registration statement consists of:

Form S-1 and Form S-3 are the most commonly used forms for Securities Act registration statements for US issuers. The corresponding forms for foreign private issuers are Form F-1 and Form F-3.

An issuer must also prepare and file a registration statement under the Exchange Act. An Exchange Act registration is a single registration of an entire class of securities (debt or equity). In contrast, a Securities Act registration registers a specified number of a class of securities (debt or equity) for a specific public distribution.

Form 10 and Form 8-A are the forms of Exchange Act registration statements for US issuers (the corresponding form for foreign private issuers is Form 20-F). Form 10 is the default form for registering a class of securities under Sections 12(b) or 12(g) of the Exchange Act. Even though Form 10 is the basic Exchange Act registration statement, it is rarely used because of the availability of the shorter and less burdensome Form 8-A, which can be used by issuers already required to file reports under Section 13 or 15(d) of the Exchange Act. Form 10 of the Exchange Act requires financial statements and other more extensive disclosure than Form 8-A. A Form 10 registration statement is more similar to a Form S-1 registration statement under the Securities Act than to Form 8-A and includes much of the information required to be disclosed in a Form S-1.

For more information, see: