Form S-4 - Registration Statement

Forms and Documents

Forms and supporting documents for this ICR

Document	Type	Status	Availability
Form SEC 2077 Form S-4 - Registration Statement	Form and Instruction	Modified	Available
PRA Supporting Statement - Rules 3-10 3-16 Proposing Release -Final.pdf	Supporting Statement A	Uploaded 2020-01-31	Available
January 2016 EDGAR PIA.pdf	Supplementary Document	Uploaded 2020-01-22	Repair queued

IC Document Collections

Information collection document groups

IC ID	Collection	Type	Status	Form
34843	Form S-4 - Registration Statement	Form and Instruction	Modified

ICR Details

OMB Control No: 3235-0324	ICR Reference No: 202001-3235-011
Status: Historical Inactive	Previous ICR Reference No: 201911-3235-029
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: Comment filed on proposed rule and continue	Conclusion Date: 03/24/2020
	Date Received in OIRA: 02/11/2020
Terms of Clearance: OMB files this comment in accordance with 5 CFR 1320.11(c). This OMB action is not an approval to conduct or sponsor an information collection under the Paperwork Reduction Act of 1995. This action has no effect on any current approvals. If OMB has assigned this ICR a new OMB Control Number, the OMB Control Number will not appear in the active inventory. For future submissions of this information collection, reference the OMB Control Number provided. Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). The agency shall examine public comment in response to the NPRM and will describe in the supporting statement of its next collection any public comments received regarding the collection as well as why (or why it did not) incorporate the commenter’s recommendation. The next submission to OMB must include the draft final rule.

table that charts list comparision

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	10/31/2022	36 Months From Approved	10/31/2022
Responses	551	0	551
Time Burden (Hours)	562,465	0	562,465
Cost Burden (Dollars)	677,378,579	0	677,378,579

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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 77s(a), 77z-3 Name of Law: Securities Act of 1933
   US Code: 15 USC 77c, 77f, 77g, 77h, 77j, Name of Law: Securities Act of 1933
   US Code: 15 USC 78c(b), 78l, 78m, 78o(d), Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78w(a), 78mm Name of Law: Securities Exchange Act of 1934
  

Citations for New Statutory Requirements: None

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AM12	Proposed rulemaking	83 FR 49630	10/02/2018

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? No

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

table that charts list of burden

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

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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 proposed amendments would revise the disclosure requirements in Rules 3-10 and 3-16 of Regulation S-X to better align those requirements with the needs of investors and to simplify and streamline the disclosure obligations of registrants. These amendments are intended to provide investors with the information that is important given the specific facts and circumstances, make the disclosures easier to understand, and reduce the costs and burdens to registrants. The proposal would amend both rules and relocate part of Rule 3-10 and all of Rule 3-16 to proposed Rules 13-01 and 13-02, respectively. Considering the various impacts to the existing collection of information requirements, we estimate that the proposed amendments to Rules 3-10 and would reduce the overall paperwork burden for registrants that currently provide the disclosures under existing Rule 3-10 in any particular filing. Further, we estimate that the proposed amendments to the disclosure requirements in Rule 3-16 would also reduce the overall paperwork burden for registrants that currently provide the disclosures under existing Rule 3-16 in any particular filing, except for Form 10-Q. The proposed amendments related to Rule 3-16 would require financial information in quarterly reports on Form 10-Q that are not required under existing Rule 3-16. Although the proposed amendments would reduce the paperwork burden for most of the affected forms, they could cause the number of affected forms filed to increase over a period of time. The proposed amendments to Rule 3-10 could encourage potential issuers to conduct registered debt offerings or private offerings with registration rights instead of conducting those offerings privately or without registration rights. Similarly, the proposed amendments to the disclosure requirements in Rule 3-16 could encourage potential issuers to conduct additional registered collateralized debt offerings because the costs of complying with proposed Rule 13-02 could be less than the costs required to comply with existing Rule 3-16. As the number of these registered offerings increases, the number of affected forms filed would also increase over a period of time, which could mitigate, or offset, any reduction to the paperwork burden for any particular filing. For Form S-4, we estimate that the proposed amendments would result in a reduction of approximately 103 internal burden hours and a reduction of approximately $123,000 in outside professional costs.

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Annual Cost to Federal Government: $102,000,000

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: 02/11/2020

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