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Toxic Avenger

12/17/10 12:25 PM

#29827 RE: GreenRhino #29825

An S-1 is a registration of shares statement
"Form S-1 is an SEC filing used by public companies to register their securities with the U.S. Securities and Exchange Commission (SEC) as the "registration statement under the Securities Act of 1933". The S-1 contains the basic business and financial information on an issuer with respect to a specific securities offering. Investors may use the prospectus to consider the merits of an offering and make educated investment decisions. A prospectus is one of the main documents used by an investor to research a company prior to an initial public offering (IPO). Other less detailed registration forms, such as Form S-3 may be used for certain registrations." http://en.wikipedia.org/wiki/Form_S-1

It doesn't have to be filed with an acquisition, just when you want to be able to sell shares. Generally it's done when a company wants to sell additional shares, but sometimes it's done because shares are issued which are not registered and until they are registered, they cannot be traded. Not infrequently by small cap companies, they are done in conjunction (new shares offered by the company, already issued shares being registered to be sold by individuals).