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Chapter 8 — Reporting Considerations for SEC Registrants

8.3 Registration Statements and Other Nonpublic Offerings

8.3 Registration Statements and Other Nonpublic Offerings

The requirement to retrospectively revise the annual pre-event financial statements and other affected financial information may be accelerated when the pre-event financial statements are reissued, as discussed in ASC 855-10-25-4 (see Form S-3, Item 11(b)(ii)). Such reissuance may occur when a registrant (1) files a new or amended registration statement, (2) files a Form S-8, (3) issues a prospectus supplement to a currently effective registration statement (e.g., an existing Form S-3 that already is effective but upon which the registrant wishes to draw down or issue securities), or (4) issues securities in a nonpublic offering. The discussion below addresses these requirements in the context of a discontinued operation. A registrant may need to similarly consider other retrospective changes, such as stock splits, changes in segment presentation under ASC 280, and certain accounting changes resulting from the adoption of a newly issued standard.

Footnotes

2
SEC registrants that file a proxy statement with the SEC should also refer to this guidance. For a Schedule TO (used to file tender offers), see paragraph 14310.3 of the FRM.
3
See the highlights of the June 23, 2009, CAQ SEC Regulations Committee joint meeting with the SEC staff.
4
See footnote 3.