SECTION 3
Securities Act
Exchange Act
Sarbanes-Oxley Act
SOX TABLE
 

Title 4
Title 5
Title 6

1. Why did Google file its so-called rescission offering Form S-1? How could it have utilized Rule 701 exemption to avoid or limit the problem in the first instance.

2. To what extent can the underwriters’ research department (analyst) be involved in the process of preparing the registration statement.

3. If as counsel involved in the preparation of registration statement (albeit subordinate to other counsel) it becomes apparent to you that the company has deliberately ignored the advice of its chief programmer that the company’s  principal software program repeatedly crashes and the product should be withdrawn from the market until a solution to the problem is found, do you have any obligation if the registration about to be filed fails to disclose such fact?

4. Does a registration statement on Form S-1 have to be filed electronically on Edgar? What is EDGAR?

5. What must the officer, directors, and 10% beneficial shareholders have to do and when in connection with the company going public?

6.  When does a company going public, have to register the class of securities under the Exchange Act? When and how can it use Form 8A for this purpose? Note that Google registered on Form 10 and that it was filing Form 8-ks and other 34 Act reports while its IPO was in process. See Google EDGAR filings. Can you speculate as to why this was necessary?

7. What financial statements and for what periods must a Form S-1 registration statement include.

8. If we file the amendment on which we expect to go effective on June 22, assuming we are on a calendar year fiscal year, and expect to become effective on June 24, can we use unaudited quarterly statements for the quarter ended March 31 to meet the aging requirements. What if we don’t expect to become effective until July 5? Compare Salesforce.com (use table of contents to go to financial statements included in Amendment No. 8 (filed June 22).

9. Evaluate in the same manner the aging of the financial statements relative to the aging requirements of Salesforce.com for the initial filing of the Form S-1 and for amendment No. 3. Salesforce.com.

10. In an IPO what must the Rule 430A prospectus include in order to go effective as to the offering price and the number of shares being offered?

11. Why is it advisable to rely on Rule 457(o) in determining the calculation of the registration fee.

12. In that event, which items of the Calculation of the Registration Fee Table on the Facing Page of the registration statement should be completed  on the initial filing and amendments other than the amendment on which the company expects to go effective.

13. What sort of flexibility does this provide at pricing in determining the number of shares to be registered and the offering price?

14. Assume that instead of following Rule 457(o) that the calculation of fee table included a specific number of shares and the per unit offering price. Alternatively, assume that  registrant relied on Rule 457(o) and going effective under Rule 430A the fee table includes the number of shares and unit price that results in "exhausting" the registration fee paid in connection with the prior filings. Can the registrant that is now effective add additional shares by filing a post-effective amendment?

15. What can the registrant do to add additional shares after the registration is effective--to what extent, by following what procedures, and what is the applicable time frame? See Rule 462(b); See also Rules 110(d); 111(b); 439(b).

PART II. The New Integrated Disclosure System

1.       1. What is a smaller reporting company?

2.         2. How calculate the public float for this purpose in connection with an IPO?

3.       3. What happened to Regulation S-B and the SB Forms?

4.       4. What do the ’33 Act registration statements and the ’34 Act reports look to for the content of the required disclosure.

5.       5.  What are two ways a company becomes a ’34 Act reporting company?

6.       6. What are the periodic reports filed under the Exchange Act? Does a smaller reporting company file different reports under the Exchange Act than other reporting companies.?

7.       7. What do smaller reporting companies look to for their financial reporting requirements?

8.       8. How does it differ from other reporting companies as to the source and the specific audited financial restatements called for in the annual report on Form 10-K and if a registered offering under the Securities Act?

9.       9.   Is the basic information package a part of the Glossy Annual Report to shareholders?

15.   10. What is the Glossy Annual Report to shareholders and what companies have to distribute it to shareholders?

16.   11. Which registrants can use Form S-1 to register a public offering of securities under the Securities Act.

17.   12. Recall in connection with the free writing prospectus that we determined whether issuers were subject to Rule 433(b)(1) and those subject to Rule 433(b)(2) by referencing their eligibility for certain types of offerings on Form S-3. What are the registrant requirements for S-3?

18.   13. What are the requirements under General Instruction I.B.1 to use Form S-3 for the registration of a primary distribution? Under General Instruction I.B.3 for a secondary distribution? What is the difference between a primary distribution and a secondary distribution?

19.    14. Is the disclosure called for the registration of securities under a Form S-1 and Form S-3 essentially different?

20.     15. In what respects are Form S-1 and Form S-3 different?

21.    16. How did the addition of General Instruction I.B.6 to Form S-3 change the landscape for registration of follow-on offerings by smaller reporting companies?

22.    17. What is a shelf-offering? Can a registrant file a primary shelf-offering using Form S-1? What is a takedown from the shelf?

23.    18. To what extent can a smaller reporting company now file a primary shelf offering on Form S-3. What are the requirements of a registrant to file a Form S-3 for a primary shelf offering relying on General Instruction I.B.6.?

24.    19. As of what date does a smaller reporting company determine the amount of securities it can take down from the shelf under General Instruction I.B.6? How is the determination made?

25.    20. Assuming a smaller reporting company files a Form S-3 for a shelf offering and has made one takedown from the shelf, can it make a second takedown assuming it has registered a significant number of shares? How does it determine the amount it can offer pursuant to a second takedown?
 21. How do you determine public float for the purpose of determining whether an issuer is a smaller reporting company in connection with as IPO.