Form S-4 - Registration Statement

Forms and Documents

Document Name	Status
Form SEC 2077 Form S-4 - Registration Statement Form and Instruction	Modified
SRC Definition PRA Supporting Statement Final.09-24-2018.pdf Supporting Statement A	2018-09-25
January 2016 EDGAR PIA.pdf Supplementary Document	2018-09-17

IC Document Collections

IC ID	Document Title	Status
34843	Form S-4 - Registration Statement Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0324	ICR Reference No: 201809-3235-015
Status: Historical Active	Previous ICR Reference No: 201805-3235-037
Agency/Subagency: SEC	Agency Tracking No: CF 270-287
Title: Form S-4 - Registration Statement
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Approved with change	Conclusion Date: 10/01/2018
	Date Received in OIRA: 09/17/2018
Terms of Clearance: The Office of Information and Regulatory Affairs (OIRA) approves this information collection for a period of 3 years based on an understanding that the Securities and Exchange Commission (SEC) will comply with the requirements of the Paperwork Reduction Act (PRA) for all future information collection submissions. In particular, the SEC will submit for OIRA review all new or revised collections associated with a proposed rule at the proposed rule stage of rulemaking. A failure to do so is a violation of the Paperwork Reduction Act (44 USC 3507). In addition, OIRA approves this collection based on an express agreement between OIRA and SEC that the agencies will meet in the near future to discuss a proactive and constructive approach to improving the ICR process and inter-agency communication.

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	10/31/2021	36 Months From Approved	07/31/2021
Responses	551	0	551
Time Burden (Hours)	565,079	0	565,282
Cost Burden (Dollars)	678,094,704	0	678,338,304

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Abstract: Form S-4 is the form used for registration under the Securities Act of 1933 of securities issued in business combination transactions.

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Authorizing Statute(s): US Code: 15 USC 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78c(b), 78l, 78m, 78o(d) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 77g, 77j, 77s Name of Law: Securities Act of 1933
   PL: Pub.L. 114 - 94 72002 Name of Law: Fixing America's Surface Transportation Act of 2015
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AL90	Final or interim final rulemaking	83 FR 31992	07/10/2018

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Federal Register Notices & Comments
60-day Notice:	Federal Register Citation:	Citation Date:
	81 FR 43130	07/01/2016
30-day Notice:	Federal Register Citation:	Citation Date:
	83 FR 31992	07/10/2018
Did the Agency receive public comments on this ICR? No

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Form S-4 - Registration Statement	SEC 2077	Form S-4 - Registration Statement

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ICR Summary of Burden

	Total Approved	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	551	551	0	0	0	0
Annual Time Burden (Hours)	565,079	565,282	0	-203	0	0
Annual Cost Burden (Dollars)	678,094,704	678,338,304	0	-243,600	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: Yes

Burden Reduction Due to: Changing Regulations

Short Statement: The amendments in Release No. 33-10513 expand the number of registrants that qualify as smaller reporting companies and thereby are eligible to rely on the scaled disclosure requirements. Under the amended definition, smaller reporting companies generally include registrants with either (1) a public float of less than $250 million or (2) revenues of less than $100 million in the previous year and either no public float or public float of less than $700 million. The release also revises Rule 3-05(b)(2)(iv) of Regulation S-X to align the revenue threshold in that rule with the new revenue threshold in the definition of smaller reporting company. We anticipate that the amendments will decrease the burdens and costs for registrants to prepare and review filings that include scaled disclosure requirements for smaller reporting companies or for which acquired companies financial statements are required under Rule 3-05(b)(2)(iv). For purposes of the PRA, we estimate that the amendments to Form S-4 will result in a net decrease of 203 burden hours and a net decrease in the cost burden of ($243,600) for the services of outside professionals.

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Annual Cost to Federal Government: $150,000

Does this IC contain surveys, censuses, or employ statistical methods? No

Does this ICR request any personally identifiable information (see OMB Circular No. A-130 for an explanation of this term)? Please consult with your agency's privacy program when making this determination.     No

Does this ICR include a form that requires a Privacy Act Statement (see 5 U.S.C. §552a(e)(3))? Please consult with your agency's privacy program when making this determination.     No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? No

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? Uncollected

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 09/17/2018

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