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SEC Form S-4 is filed by a publicly traded company with the Securities and Exchange Commission (SEC). It is required to register any material information related to a merger or acquisition. In addition, the form is also filed by companies undergoing an exchange offer, where securities are offered in place of cash.
Bill-and-Hold Arrangement in the News To sweeten the deal, Sunbeam agreed to hold the goods at a warehouse until they were ready to be requested and shelved by the retailers. As a result, Sunbeam booked significant sales, boosting the company's share price.
Content of an S-4 Part I is the prospectus or proxy statement. The issuer may integrate their Form S-4 with the target company's proxy statement, which contains information that would be required in the registration statement.
Under SAB 101, it now recognizes revenue for agreements where it provides more than one service based upon the fair value to the customer of each service, rather than recognizing revenue based on the level of service effort to fulfill such contracts.
1: Sunbeam used several aggressive accounting techniques to manage its earnings, including recording bogus revenue from bill-and-hold sales, releasing questionable reserves into income (e.g. cookie-jar reserves), and inflating special charges (e.g. litigation reserves).
In the first quarter of 1997, additionally, Sunbeam improperly recognized revenue on a contingent sale to a wholesaler. At the end of March 1997, just before the quarter closed, Sunbeam booked $1.5 million in revenue and $400,000 in income from a purported sale of barbecue grills to a wholesaler.
Ing to the Commission's Complaint, Dunlap and Kersh, together with others, employed improper accounting techniques and undisclosed non-recurring transactions to misrepresent Sunbeam's results of operations.
If you buy directly in an IPO you will receive a copy of the prospectus before your broker confirms your sale, but you can also read the prospectus before then by reviewing the prospectus included in the company's most recent registration statement on Page 3 Investor Assistance (800) 732-0330 .investor.gov 3 EDGAR.