Who is eligible for shelf registration?
Smaller companies with a public float of less than $75 million can utilize a shelf registration if the company (1) meets all of the other eligibility requirements, (2) is not a shell company, (3) has a class of common equity securities listed on a national securities exchange, and (4) does not sell in a 12-month period …
What does an S-8 register?
SEC Form S-8 is a short-form registration statement that allows companies to issue shares to employees under certain circumstances such as an employee benefit plan. The SEC defines employee as anyone who serves the company in the capacity of an employee, general partner, director, consultant, trustee, or advisor.
What is a stock shelf registration?
A shelf registration statement is a filing with the Securities and Exchange Commission (the “SEC”) to register a public offering, usually where there is no present intention to immediately sell all the securities being registered. A shelf registration statement permits multiple offerings based on the same registration.
Is shelf registration Good or bad?
The filing of a shelf registration statement is often met with derision, and considered a bad omen that shareholder dilution is around the corner. Investors seek to avoid dilution, and the issuance of new shares via draw downs from a shelf dilutes existing shareholders.
What is the advantage of shelf registration?
The primary advantages of a shelf registration statement are timing and certainty. An effective shelf registration statement enables an issuer to access the capital markets quickly when necessary or when market conditions are optimal.
How long is a shelf registration good for?
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).
Is an S-8 filing bad?
Filing a Form 8-K will often impact a company’s stock. If the form contains bad news, like a bankruptcy, unexpected defeat in court or the departure of a well-liked executive or board member, the stock will often go down. Naturally, less significant news will have less of a significant impact on stock prices.
Does a Form S-8 expire?
Commonly used shelf registration statements that are not subject to the three-year sunset include, among others: Form S-8 Registration Statements. Registration statements on Form S-8 registering securities sold pursuant to an employee benefit plan.
Who can use Form S-3?
Form S-3 can be used for the primary offering of non-convertible securities other than common equity (such as debt or preferred stock), to be offered by cash, if the company (i) has issued at least $1 billion in non-convertible securities in registered primary offerings over the prior three years; or (ii) has …
Why is a shelf offering bad?
Shelf offerings can dilute existing shares considerably if the offering comes from the company because new shares are being created. Selling a large volume of shares all at once can exert downward pressure on the stock’s price — a situation that is exacerbated when the stock is already thinly traded.
What is Form S-3 used for?
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.
How long is shelf registration good for?
Automatic shelf registration statements. All automatic shelf registration statements expire after three years, regardless of the type of offering. Registrations of offerings on a continuous or delayed basis.
How are shelf registrations related to Form S-3?
Because a prospectus related to a shelf registration on Form S-3 is automatically updated through incorporation by reference of subsequently filed 1934 Act reports, officers should maintain a heightened awareness of any nonpublic developments and, where material, disclose the developments on a Form 8-K.
What do you need to know about form S-8?
Key Takeaways 1 Form S-8 refers to a filing that allows public companies to register securities it offers as part of an employee benefit plan. 2 The filing is required by the Securities and Exchange Commission under the Securities Exchange Act of 1933. 3 The form must be filed before a company issues of these securities.
What do you need to know about shelf registration?
Before each offering and sale is actually made, the company must file a relatively short statement regarding material changes in its business and finances since the shelf prospectus was filed. Shelf registration is usually available to companies deemed reliable by the securities regulation authority in the relevant country.
What is a universal shelf on a S-3?
A universal shelf is a registration statement on Form S-3 that registers a variety of securities that a company may wish to sell in the future. Form S-1 is not available for this kind of registration. A universal shelf registration statement will typically include some combination of common stock, preferred stock, convertible and nonconvertible