SEC Form N-14

What Is SEC Form N-14?

SEC Form N-14 is a filing with the Securities and Exchange Commission (SEC) that may be used by all management investment companies and business development companies, as defined under Section 2(a)(48) of the Investment Company Act of 1940, to register certain types of transactions under the Securities Act of 1933. These transactions include those specified in the Securities Act; a merger in which a vote or consent of the security holders of the company being acquired is not required; an exchange offer for securities of the issuer or another person; a public reoffering or resale of any securities acquired in an offering registered on Form N-14; or any combination of such transactions.

The SEC Form N-14 should not be confused with the United States Citizenship and Immigration (USCIS) Form N-14, which is used to request information from a candidate for citizenship during the naturalization process.

SEC Form N-14 and (USCIS) Form N-14 are two different documents with different purposes.

Understanding SEC Form N-14

SEC Form N-14 is also known as the "Registration Statement Under the Securities Act of 1933." SEC Form N-14 is required in order to provide investors with the significant financial and company information they need to make an educated decision about whether or not to invest in the company. The SEC Form N-14 also serves to prevent misrepresentations, deceptive behavior, and other fraud in the sale of securities.

Part A, the prospectus, contains a simple and direct explanation of the type of fund or separate account; the proposed transaction; the investment's fee structure and risk components; information about the registrant; information about the company being acquired, voting information; information about the interest of certain persons and experts; and additional information required for reoffering by persons deemed to be underwriters. Part B contains additional information about the registrant, the company being acquired and financial statements.

The information provided in the SEC Form N-14 and other filings is required to be accurate. The SEC cannot guarantee the accuracy of the information in corporate filings, but it can and does bring enforcement actions against companies that have been deceptive in their filings or otherwise failed to provide accurate information to investors. If investors suffer losses due to a company’s deceptive filings, they may be able to recover some of those losses.

The SEC Form N-14 and its associated prospectuses become public record soon after they are filed with the SEC. All foreign and domestic companies are required to file the SEC Form N-14 electronically. Investors are then able to access the form and associated prospectuses, as well as other company filings, via the EDGAR database.

Offerings of securities are not always required to be registered with the SEC; some are exempt. Exempt offerings include private offerings available only to a limited number of individual or institutional investors; intrastate offerings; small offerings; and municipal, state, or federal government offerings. Exempting some offerings from the registration requirement is a means of lowering the cost for companies of providing securities to the public, by creating more opportunities for these companies to form capital.