Registration Statement Form S–1

All companies can use Form S–1 to register their securities
offerings. An issuer should not prepare a registration statement as a fill–in–the–blank form, like a tax return. It should be similar to a brochure, providing readable information. If an issuer files this form, an issuer's company must describe each of the following in the prospectus:

• its business;
• its properties;
• its competition;
• the identity of its officers and directors and their compensation;
• material transactions between the company and its officers and directors;
• material legal proceedings involving the company or its officers and directors;
• the plan for distributing the securities; and the intended use of the proceeds of the offering.

Information about how to describe these items is set out in SEC rules. Registration statements also must include financial statements audited by an independent certified public accountant.

In addition to the information expressly required by the form, an issuing company must also provide any other information that is necessary to make an issuer's disclosure complete and not misleading. An issuer also must clearly describe any risks prominently in the prospectus, usually at the beginning. Examples of these risk factors are:

• lack of business operating history;
• adverse economic conditions in a particular industry;
• lack of a market for the securities offered; and
• dependence upon key personnel.