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Incorrectly Used Form Types Related to Filing Fees

Nov. 5, 2015

The Filing Fees Branch has encountered a number of instances where Registrants register additional securities or submit proxy or information statements using the wrong form types.  The form types most commonly used incorrectly are:

  • S-8 POS and POS AM, which are post-effective amendment forms that cannot be used to register additional securities; and
  • PRE 14A and PRE 14C, which are form types for filing preliminary proxy or information statements that do not involve contested matters, acquisitions, mergers, or similar transactions.

The form types listed above should generally not be used for the registration of additional securities or the submission of proxy or information statements relating to contested matters, acquisitions, mergers, or similar transactions.

If you need to register additional securities after a registration statement for an offering has already become effective, a new registration statement must be filed to register the additional securities; they may not be registered on a post-effective amendment filed under form types S-8 POS or POS AM. 

Unlike proxy and information statements for other matters, preliminary proxy and information statements filed by Registrants involving acquisitions, mergers, and similar transactions require the payment of a filing fee and should be submitted using form types PREM14A or PREM14C.  Preliminary proxy and information statements filed by Registrants that relate to contested matters should be submitted using form types PREC14A or PREC14C.  



Disclaimer: The Filing Fees Branch has provided this information as a service to Filers. It is neither a legal interpretation nor a statement of SEC Policy. If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.

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