What is Form DRS?

Beginning October 15, 2012 companies classified as Emerging Growth Companies (EGCs) under the JOBS Act are permitted to submit their IPO paperwork to the SEC privately as a Draft Registration Statement on Form DRS. This new form type and supporting system replaces the submission of this material to the SEC via secure email system.

Form DRS and subsequent amendments are submitted privately to the SEC and can be publicly disseminated (daylighted) by the company when ready through the click of a mouse. Through utilizing Form DRS, EGCs can go through a substantial portion of the SEC review process without immediate public disclosure of changes made in response to SEC comments. A Form S-1 or Form F-1 filing subsequently follows the public release of the DRS submissions, effectively registering the securities.

Form DRS is filed on the SEC EDGAR system in HTML format. The SEC only accepts a simplified version of HTML, requiring the source documents to be converted using specialized SEC EDGAR software (as opposed to simply using the ‘Save as HTML’ option in a word processor). Form DRS also requires the filing entity to be registered with the SEC EDGAR system and have valid EDGAR filing codes.

Form DRS Resources

• SEC News Release re: Accepting Materials from EGCs dated June 28, 2012
• SEC News Release re: Draft Registration Statements Filed via EDGAR dated September 26, 2012
• SEC FAQs

The content of this page is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.