Form S-3 SupportingStatement.2021

Form S-3 SupportingStatement.2021.pdf

Form S-3 - Registration Statement

OMB: 3235-0073

Document [pdf]
Download: pdf | pdf
SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR REGISTRATION FORM S-3
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 (“Securities Act”) was designed to prevent misrepresentation,
deceit and other fraudulent acts and practices in the sale of securities. Section 5 of the Securities
Act requires that a registration statement must be filed before any securities are publicly offered
and that the statement must be effective before any securities may be sold. Also, the Securities
Act further requires that investors be furnished with prospectus information to enable them to
evaluate the securities and make informed investment decisions. Section 7 of the Securities Act
and Schedule A outlines the information that must be contained in a registration statement.
However, Section 7 gives the Commission the authority to vary such disclosure for various
classes of issuers and securities. Section 10 of the Securities Act outlines which of the
registration statement disclosure requirements are required to be included in the prospectus. The
Commission has used its statutory authority to develop a number of specialized registration
statement forms designed to tailor disclosure requirements to the type of offering or issuer of
other parameters, thereby eliminating burdensome and unnecessary requirements while
maintaining investor protection.
Form S-3 is generally available to issuers that have been reporting under the Exchange
Act for at least 12 months for: (a) any primary offering (if the aggregate market value of the
issuer’s voting stock held by non-affiliates is at least $75 million); (b) secondary offering by
selling shareholders; (c) primary offering of non-convertible investment grade securities; (d)
securities offered upon the exercise of outstanding rights, convertible securities or outstanding
transferable warrants of the issuer; (e) securities offered under dividend or interest reinvestment
plans; and (f) offers of investment grade asset-backed securities.
2.

Purpose and Use of the Information Collection

The purpose of information is to provide disclosure of financial and other information
with which investors may evaluate the merits of securities in order to make investment decisions.
3.

Consideration Given to Information Technology
Registrants are required to file Form S-3 electronically using the Commission’s
Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system.

4.

Duplication of Information

Form S-3 is designed to provide information that is specific to that issuer or offering,
thereby eliminating burdensome and unnecessary requirements.

2
5.

Reducing the Burden on Small Entities

Small entities generally are not eligible to file Form S-3 because of the form’s eligibility
requirements.
6.

Consequences of Not Conducting Collection

The objectives of offering disclosure requirements under the Securities Act could not be
met with less frequent collection of this information for asset-backed securities.
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-3 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic personally
identifiable information (PII) that may include a name and job title. However, the agency has
determined that the information collection does not constitute a system of record for purposes of
the Privacy Act. Information is not retrieved by a personal identifier. In accordance with Section
208 of the E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system, in connection with this collection of information. The EDGAR
PIA, published on February 5, 2020, is provided as a supplemental document and is also
available at https://www.sec.gov/privacy.

3
12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form S-3

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0073

1,647

192,460

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form S-3 takes
approximately 467.4195 hours per response to comply with the collection of information
requirements and is filed by 1,647 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
registrant internally and that 75% of the burden of preparation is carried by outside professionals
retained by the company. Based on our estimates, we calculated the total reporting burden to be
192,460 hours ((0.25 x 467.4195 total hours per response) x 1,647 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

Information
Collection
Title
Form S-3

Estimated Cost Burden
OMB Control
Number of
Number
Responses
3235-0073

1,647

Cost
Burden
$234,775,580

We estimate that 75% of 467.4195 total hours per response (350.564625 hours) is
prepared by outside consultant hired by the company. We estimate that it will cost
$406.6223378 per hour ($406.6223378 cost per hour x 350.564625 hours per response x 1,647
responses) for a total of $234,775,580. We estimate an average hourly cost of approximately of
$406 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 cost estimate is made
solely for the purpose of the Paperwork Reduction Act.

4
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 burden.

16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of the form,
although the OMB control number will be displayed. Including the expiration date on the
electronic version of this 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.
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.


File Typeapplication/pdf
File Modified2021-09-02
File Created2021-09-02

© 2024 OMB.report | Privacy Policy