Form S-4 Registration Statement

Summary

Form S-4 is the form of registration statement used to register under the Securities Act of 1933, as amended, securities to be issued in business combinations, mergers, consolidations and exchange offers. In a public company merger, a Form S-4 is used to register the shares of the buyer that are issued as consideration for the purchase of the target. In general, the buyer shares may not be offered to the target shareholders until the Form S-4 has been filed with the SEC, and may not be issued to such shareholders until the Form S-4 has become effective. This practice note discusses the interplay between a public acquisition and the use of a Form S-4 Registration Statement.