SECTION 2
Forms
Title 2
Title 3
Title 4

SECTION 3
Securities Act
Exchange Act
Sarbanes-Oxley Act
SOX TABLE
Title 5

SECTION 4
'33 ACT Reg
'34 ACT Reg
Reg. S-K
Reg. S-X
 

Title 5
Title 6

1. Observe from each of the registration forms we are discussing (S-1, S-3), as is typical of all Securities Act Registration Forms, that the information called for in the registration statement is divided into two parts:  Part I--Information Required in Prospectus; and Part II--Information Not Required in the Prospectus. EXAMPLE. Does the information in the prospectus have to follow the order of the items in the appropriate form?  Regulation S-K Where does the prospectus appear relative to the remainder of the registration statement?

2. What part of Regulation S-K includes the Standard Registration items? 

3. What information should appear on the cover page of the prospectus? Regulation S-K

4. What are risk factors? Example. Do they have to be included in the prospectus? If they do, where must they appear?  Regulation S-K Do  they have to be included in the Form 10-K? By a smaller reporting company? See TABLE

5. Does a summary section have to be included in the prospectus, and, if it does, where does it appear?

6. Does a dilution section have to be included in the AnimatEASE prospectus? Why? How do you determine dilution? See Item 506 of Regulation S-K. EXAMPLE

7. To what extent does a description of the security have to be included? In what detail? Where does it appear? Item 202 of Regulation S‑K  EXAMPLE

8. Going back in time, the registration statement has gone through several drafts and is one step from being filed. You, company representatives, disclosure counsel, and underwriter's counsel, are among the group at the printers.  You have a check list of the standard registration items that have to be included in the prospectus. For the benefit of the assembled group, to the extent you have not done so above, run through each of them and explain how each of the standard items are appropriately presented and illustrate each of them with what others have done.

9. You are still at the printers reviewing the prospectus part of the AnimatEASE about to be filed registration statement. You have a check list of the basic information package items that have to be included in the prospectus. For the benefit of the assembled group, you run through each of them and explain how each of the BIP items are appropriately presented and illustrate each of them with what others have done. You do the same for the in-depth items and the exhibits, but in a much more cursory manner.

10. What is the Rule 174 legend. Where must it be placed? Item 502 of Regulation S-K See  Infiniti Solutions How will it have to be changed in view of the SOR amendment of Rule 174?

9.  11. What  do companies that are not smaller reporting companies have to include with respect to Item 301 selected financial information in their Form 10-K? Is it the same for a registration statement under the Securities Act?  See TABLE

10.   13.What Item 301 selectedl  financial information do smaller reporting companies have to include? Item 302 Supplemental financial information? Item 305 market risk? See TABLE

11.   14. Does a smaller reporting company have to include a compensation discussion and analysis in its Form 10-K? What is the compensation discussion and analysis and by whom does it have to  be prepared?

12.   15. What does a smaller reporting company have to include with respect to executive compensation in its Form 10-K?
 

9.