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
101 103 105 Proposing Release-PRA Supporting Statement.07-21-2020.pdf	Supporting Statement A	Uploaded 2020-07-21	Available
February 5, 2020 EDAGR PIA.pdf	Supplementary Document	Uploaded 2020-07-14	Available

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: 202007-3235-007
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: 09/24/2020
	Date Received in OIRA: 07/22/2020
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 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
   US Code: 15 USC 78c, 78l, 78m, 78o, 78w(a) 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-AL78	Proposed rulemaking	84 FR 44358	08/23/2019

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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 rule amendments would modernize and simplify the description of business (Item 101), legal proceedings (Item 103), and risk factor disclosures (Item 105) that registrants are required to make pursuant to Regulation S-K. The primary effects of the proposed amendments would be to: (1) increase the flexibility for an entity when providing disclosure regarding its business, including its general business development, so that it can tailor its disclosure to its particular circumstances; (2) eliminate or reduce disclosure about matters that are not material to an understanding of the business or to an entity’s legal proceedings; and (3) encourage risk factor disclosure that is shorter and concerns only material risks. As a result of these effects, we expect that the impact of the rule proposal would be a modest reduction in the paperwork burden of affected entities. For purposes of the PRA, we estimate that, for Form S-4, the proposed amendments would result in a reduction of 689 burden hours and a reduction in the cost burden of $826,400 for the services of outside professionals.

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Annual Cost to Federal Government: $103,479,690

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? No

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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: 07/22/2020

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