What is Form S-3 shelf registration statement?
Form S-3 is a simplified form for registering securities with the Securities and Exchange Commission (SEC). The form can be used by a company to register securities under the Securities Act of 1933, instead of using Form S-1.
What is a resale registration statement?
Resale Registration Statement means a shelf registration statement under the Securities Act filed by the Company, if required by, and meeting the requirements of, the Registration Rights Agreement, registering the Registrable Notes for resale.
How long is a shelf registration statement good for?
three years
Shelf registration statements generally only remain effective for three years. Assuming that an issuer is eligible to file a Form S-3, a baseline question in relation to whether an issuer desires to have an effective shelf registration statement is whether the issuer is a well-known seasoned issuer (WKSI).
Do resale registration statements expire?
All automatic shelf registration statements expire after three years, regardless of the type of offering. Registrations of offerings on a continuous or delayed basis. This includes the “universal shelf” registration statements that many issuers rely on to efficiently access the capital markets.
What is the difference between S 1 and S-3?
A primary benefit of using Form S-3 is that it allows for shelf registration, which permits issuers to sell securities on a delayed or continuous basis for a period of up to three years through “shelf take-downs.” Form S-1, on the other hand, may only be used to register a specific number of securities in a one-time …
Who has to file a Form 3?
The SEC lists the following who are required to file Form 3: Any director or officer of an issuer with a class of equity securities. A beneficial owner of greater than 10% of a class of equity securities. An officer, director, member of an advisory board, investment adviser, or affiliated person of an investment.
What is the difference between S-1 and S-3?
Is a shelf offering good?
Advantages of Shelf Offerings It allows the company to control the shares’ price by allowing the investment to manage the supply of its security in the market. A shelf offering also enables a company to save on the cost of registration with the SEC by not having to re-register each time it wants to release new shares.
What is the advantage of shelf registration?
Advantages of Shelf Registration Shelf Registration gives flexibility in managing the capital requirements to the issuing company. Shelf Offering allows the issuing company to take advantage of market conditions by entering the securities market at the correct time.
What is a resale shelf registration?
Resale Shelf Register the resale of securities that it issued in an acquisition of a private company. Register the resale of securities that were issued in a private investment in public equity, referred to as a PIPE transaction.
What is an s3 shelf?
Key Takeaways. SEC Form S-3 is a regulatory filing that provides simplified reporting for issuers of registered securities. An S-3 filing is utilized when a company wishes to raise capital, usually as a secondary offering after an initial public offering has already occurred.
What is an S3 registration?
What Is SEC Form S-3? Form S-3 is a simplified security registration form utilized by businesses that have already met other reporting requirements. The form registers securities with the SEC under the Securities Act of 1933 for U.S.-based companies only.