Series 79: Form S-3: Seasoned Issuers

Form S-3: Seasoned Issuers

Form S-3 is an abbreviated registration statement form that is available for use by certain companies that are already reporting issuers. (The estimated time to complete a Form S-3 is 472.49 hours—hardly negligible, but a significant improvement over the time needed for the S-1.) The form is much shorter because it allows issuers to incorporate information by reference from its existing SEC filings. The prospectus that investors receive is similarly abbreviated, because this information is already available from public sources.

To be eligible to use Form S-3, an issuer must have a class of registered securities for which it has timely met all reporting requirements during the 12 months immediately preceding the filing. In addition, the issuer must fall into one of the following two categories:

• • The issuer has a public float—the aggregate market value of common stock held by non-insiders and non-affiliates—of $75 million or more

or

• • The issuer is listed on a national securities exchange, is not a shell company, and has not sold more than one-third of its public float over the previous 12 months

These requirements apply to primary offerings of common equity. Different and more complex requirements apply to issues of investment grade asset-backed securities, rights offerings, and primary offerings of nonconvertible securities other than common equity. Th