Get Written Asthma Action Plan. Form S-3 (securities Registration Statement (simplified Form)) Filed

A shelf registration still causes dilution, and many investors use fully diluted share counts (as if all shelf stock has been issued) in their calculations. A shelf registration can still send a stock price down, but its effect may be less dramatic than that of a straight secondary offering.

Section 10(a)(3) provides that if a prospectus is used more than nine months after the effective date of the registration statement, the information contained in the prospectus must be as of a date not more than 16 months prior to such use.

As background, shelf registration statements may be utilized by public companies eligible to use Form S-3 (which generally requires, among other things, that an issuer have at least $75 million in non-affiliate common equity public float and have filed all required SEC reports over the last 12 months), to register the ...

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.

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).

SEC Form S-1 is an SEC registration required for U.S. companies that want to be listed on a national exchange. It is basically a registration statement for a company that is usually filed in connection with an initial public offering.

The filing of a shelf registration statement is often met with derision, and considered a bad omen that shareholder dilution is around the corner. ... Filing of an S-3 shelf registration signals to the market that a financing is forthcoming, thus creating an overhang on the stock, depressing its performance.

A legal document filed with the SEC to register securities for public offering that details the purpose of the proposed public offering. The statement outlines financial details, a history of the company's operations and management, and other facts of importance to potential buyers.