SEC Form 424A

The SEC Form 424A is a prospectus form that a company must file if it has made significant changes to a previously-filed prospectus submitted as part of its registration statement. The Form 424A offers significant amendments to a company’s original S-1 or S-2 filings, beyond merely filling in any blanks left on the S-1. A company must provide five copies of each prospectus form prior to the effective registration date of the change.

A prospectus is a printed legal document that companies publish prior to selling a security; it details financial information about the company and the securities it is making available for sale (i.e., investment objectives, risks, fees, etc.). Companies are required to file prospectus form 424A in accordance with SEC Rule 424(a).

Prospectuses are important disclosure documents that provide information about the financial security of a company to potential buyers and investors. Information that can be found in the prospectus typically include details of the company’s business, biographies of its directors and officers and their compensation, financial statements, any pending litigation involving the company and any relevant material information about the company, including a listing of the company’s material property holdings. Prospectuses may also contain information about a company’s stock, bond, mutual fund and other investment holdings.

In the United States, any company that wishes to offer securities for sale must file a prospectus with the SEC. The SEC must declare this registration statement effective in order for the securities issuer to use it to finalize sales of its offerings. Initial filings are made with the forms S-1 and S-2; the 424A prospectus is used to amend these initial filings.

An underwriter will usually help to prepare the prospectuses and may serve as their issuing manager. The issuing manager will distribute the prospectus to shareholders and to interested investors. Since 1996, the SEC has required that prospectuses be filed in SGML coded format in order to more easily upload them into the EDGAR database, where they are made available to the public online. The EDGAR database, and similar databases used in other nations, allow for the widespread distribution of prospectuses and other SEC filing documents.