SEC Form S-4EF

An SEC filing that is required when forming a savings bank, savings and loan or similar financial institution that issues securities as a result of the investment of its customers' deposits.

Savings banks and similar financial institutions are required to file SEC Form S-4EF under SEC General Instruction G and Sections 13(a) and 15(d) of the Securities Exchange Act of 1934. The Securities Exchange Act of 1934 Act was created to help investors make informed decisions by requiring companies which have more than $10 million in assets, with 500 or more equity holders and who issue securities on a national securities exchange, to complete and file registration statements (including financial and material information) with the SEC before making an issue available for purchase by the public. Companies must keep these filings regularly updated for investors by submitting completed 10-Q, 10K and/or 8-K forms with the SEC.

1. Form S-4EF may be used for registration, under the Securities Act of 1933 (“Securities Act”), of securities to be issued (1) in a transaction of the type specified in paragraph (a) of Rule 145 (§230.145 of this chapter); (2) in a merger in which the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired; (3) in an exchange offer for securities of the issuer or another entity; (4) in a public re-offering or resale of any such securities acquired pursuant to this registration statement; or (5) in more than one of the kinds of transaction listed in (1) through (4) registered on one registration statement.
   
2. If the registrant meets the requirements of, and elects to comply with, the provisions in any item of this Form or Form F-4 (§239.34 of this chapter) that provides for incorporation by reference of information about the registrant or the company being acquired, the prospectus must be sent to the security holders no later than 20 business days prior to the date on which the meeting of such security holders is held or, if no meeting is held, at least 20 business days prior to either (1) the date of such votes, consents or authorizations, or (2) the date the transaction is consummated or the votes, consents or authorizations may be used to effect the transaction. Attention is directed to Sections 13(e), 14(d) and 14(e) of the Securities Exchange Act of 1934 (“Exchange Act”) the rules and regulations thereunder regarding other time periods in connection with exchange offers and going private transactions.