Form S-1 SS.2021.Final

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM S-1
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 (the “Securities Act”) was enacted in order to provide full and
fair disclosure with respect to publicly offered securities and to prevent fraud in connection with
such offerings. The Securities Act carries out this purpose by requiring the filing of a
registration statement in connection with public distributions of securities by issuers and their
control persons. Schedule A of the Securities Act specifies the general types of information that
must be disclosed in registration statements filed with the Securities and Exchange Commission
(“Commission”). The Commission has authority, under Section 19 of the Securities Act, to
promulgate rules to carry out the provisions of the Securities Act.
Form S-1 is a general registration form used to register the public offering of securities
under the Securities Act of 1933 (“Securities Act”).
2.

Purpose and Use of the Information Collection

The information collected is intended to ensure the adequacy of information available to
investors in connection with securities offerings.
3.

Consideration Given to Information Technology

Form S-1 is filed electronically with the Commission on the Electronic Data Gathering,
Analysis, and Retrieval (EDGAR) system.
4.

Duplication of Information

There are no other forms or rules the Commission is aware of that conflict with or
substantially duplicate the requirements of Form S-1
5.

Reducing the Burden on Small Entities

Form S-1 is a general registration form that may be used by small entities if no other
form is available. Investors in small entities should have access to all material information in
order to evaluate a proposed offering of securities; the Commission is unable to further simplify
reporting requirements for small entities.
6.

Consequences of Not Conducting Collection

The objectives of the Securities Act would not be met.

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7.

Special Circumstances

There are no special circumstances.
8.

Consultations with Persons Outside the Agency

No comments were received during the 60 day comment period prior to OMB’s review of
this submission.
9.

Payment or Gift to Respondents

No payment or gift has been provided to any respondents.
10.

Confidentiality

Form S-1 is a public document.
11.

Sensitive Questions

No information of a sensitive nature would be required under this collection of
information. The information collection collects basic Personally Identifiable Information (PII)
that may include name, business address, and residential address (for sole proprietor only),
telephone/cellular/facsimile number, email address, and Tax ID Number (TIN). The information
collection is covered under the System of Records Notices (SORN), which may be found at the
following link: http://www.sec.gov/about/privacy/sorn/secsorn1.pdf. The Privacy Impact
Assessment (PIA) is provided as a supplemental document.
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form S-1

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0065

894

146,067

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Form S-1 takes approximately 653.5436 hours per response to comply with the collection of
information requirements and is filed by 894 respondents. We derived our burden hour estimates
by estimating the average number of hours it would take an issuer to compile the necessary
information and data, prepare and review disclosure, file documents and retain records. In
connection with rule amendments to the form, we occasionally receive PRA estimates from
public commenters about incremental burdens that are used in our burden estimates. We believe
that the actual burdens will likely vary among individual issuers based on the nature of their
operations. We further estimate that 25% of the collection of information burden is carried by
the issuer internally and that 75% of the burden of preparation is carried by outside professionals

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retained by the company. Based on our estimates, we calculated the total reporting burden to be
146,067 hours ((0.25 x 653.5436 total hours per response) x 894 responses). For administrative
convenience, the presentation of the total related to the paperwork burden hours has been
rounded to the nearest whole number. The estimated burden hours are made solely for the
purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form S-1

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0065

894

$178,922,043

We estimated that 75% of 653.5436 total hours per response (490.1577 hours) is prepared
by an outside consultants hired by the company. We estimate that the average cost of $408 per
hours ($408.3104547 cost per hour x 490.1577 hours per response x 894 responses) for a total
cost burden of $178,922,043. We estimate an average hourly cost of approximately $408 for
outside legal and accounting services used in connection with public company reporting. This
estimate is based on our consultations with registrants and professional firms who regularly
assist registrants in preparing and filing disclosure documents with the Commission. Our
estimates reflect average burdens, and therefore, some companies may experience costs in excess
of our estimates and some companies may experience costs that are lower than our estimates.
For administrative convenience, the presentation of the total related to the paperwork cost burden
has been rounded to the nearest dollar. The estimated cost burden is made solely for the purpose
of the Paperwork Reduction Act.
14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including registration
statements, post-effective amendments, proxy statements, annual reports and other filings of
operating companies amounted to approximately $103,479,690 in fiscal year 2019, based on the
Commission’s computation of the value of staff time devoted to this activity and related
overhead.
15.

Reason for Change in Burden

There is no change in the burden.
16.

Information Collection Planned for Statistical Purposes

The information collection is not planned for statistical purposes.

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17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled
version release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for Paperwork Reduction Act submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.