Form S-4

Form S-4 is the registration statement a company files with the SEC when it will issue new securities as payment in a business combination, most often a merger or acquisition in which the target's shareholders receive the buyer's stock. Because those shareholders are effectively being offered a new investment, the securities must be registered under the Securities Act of 1933, and the S-4 is the form built for that purpose.

When the deal needs a shareholder vote, the S-4 prospectus is usually combined with the proxy statement, producing a single document that both solicits the vote and offers the shares.

Under 17 CFR 239.25 and the form's General Instruction A, an S-4 covers securities issued in transactions of the type described in Securities Act Rule 145(a); in mergers where state law does not require a vote of all target holders; in exchange offers; and in resales of securities acquired through the registration.

Item 3 requires a summary up front covering both companies' businesses, a description of the transaction, comparative per-share market values as of the day before announcement, the vote required, regulatory approvals, appraisal rights, and tax consequences, together with risk factors. Item 4 summarizes the terms of the acquisition agreement, the reasons each side gives for the deal, material differences in shareholder rights, the accounting treatment, and federal income tax consequences, and it calls for detail on any outside report or opinion referred to in the prospectus, such as a fairness opinion. Item 5 requires pro forma financial information under Article 11 of Regulation S-X, showing how the combined company would have looked.

A registrant that qualifies to use Form S-3 can incorporate information about itself by reference, but then it must send the prospectus to shareholders at least 20 business days before the meeting or other decision date. For investors, an S-4 is often the most detailed single look at both companies in a stock deal: the terms, each side's stated reasons, the risks, and a pro forma view of the combined business.