What is a s3 filing?
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 S-4 filing?
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.
What is an S-3 shelf?
Resale Shelf. Companies typically use a resale shelf registration statement on Form S-3 to register the resale to the public of securities held by an affiliate of the issuer or securities that were issued in a private placement. The prospectus of a resale shelf registration statement on Form S-3 tends to be very short.
When can you file an S-3?
What is primary eligible? A company is primary eligible to use Form S-3 or Form F-3 to offer securities on its own behalf for cash on an unlimited basis if the aggregate market value of its voting and non-voting common equity held by non-affiliates (its “public float”) is at least $75 million.
How long is an S-3 effective?
three years
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.
Is S-4 a proxy statement?
Sometimes, a registration statement will also include the target merger proxy and will be filed as a joint proxy statement/prospectus. The S-4 usually contains the same detailed information as the merger proxy. Like the merger proxy, it is usually filed several weeks after the transaction is announced.
How long does an S-3 last?
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).
What are S-3 registration rights?
An S-3 registration entitles investors to demand that a company register their shares on a Form S-3 registration statement. Typically, the company may want to limit the number to a one or two in any twelve month period and the investors will want unlimited S-3 registrations.
Why would a firm use Rule 415?
United States. Shelf registration is a process authorized by the U.S. Securities and Exchange Commission under Rule 415 that allows a single registration document to be filed by a company that permits the issuance of multiple securities.