CORPORATE / SECURITIES - S-3 Shares Registration Statement - Form S-3 is a simplified Securities and Exchange Commission ("SEC") Form that registers securities for companies. In order to use Form S-3, certain criteria must be met. Form S-3 can be used by a company that qualifies, in order to register securities under the Securities Act of 1933, instead of using the original Form S-1.
In order to use Form S-3 for securities, your company must meet certain requirements:
- The company is organized within the United States, a territory of the U.S., or the District of Columbia, and has its main business operations in the U.S. or its territories.
- The company already has securities registered in accordance with the Securities Exchange Act of 1934.
- The company needs to have at least $75 million USD in public float. Public float is the portion of shares that are in the hands of public investors. For companies that have less than $75 million, they are limited to one-third of the market value in any trailing 12-month period. This one-third rule is called the "baby shelf rule."
- The company has traded at least $1 billion USD in non-convertible securities (other than common equity) in primary offerings for cash, not exchange, in the last three years.
- The company has previously been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the information that is required to be in accordance with Sections 13, 14 or 15(d) for at least twelve calendar months immediately before filing Form S-3.
- The company and its subsidiaries have not failed to pay any dividend or sinking fund installments on preferred stock, or defaulted on any installments of borrowed money or on any long-term leases, since the close of the last fiscal year.
- The company has filed all previous paperwork in a timely fashion and they trade regularly on the national exchange.
Does not include any Federal Registration Fees, any SEC Edgar Filer Fees / Costs, or any Broker Dealer / Market Maker Engagements.
CORPORATE / SECURITIES - S-3 Shares Registration Statement (Nationwide)
CORPORATE / SECURITIES - S-3 Shares Registration Statement - Form S-3 is a simplified Securities and Exchange Commission ("SEC") Form that registers securities for companies. In order to use Form S-3, certain criteria must be met. Form S-3 can be used by a company that qualifies, in order to register securities under the Securities Act of 1933, instead of using the original Form S-1.
In order to use Form S-3 for securities, your company must meet certain requirements:
- The company is organized within the United States, a territory of the U.S., or the District of Columbia, and has its main business operations in the U.S. or its territories.
- The company already has securities registered in accordance with the Securities Exchange Act of 1934.
- The company needs to have at least $75 million USD in public float. Public float is the portion of shares that are in the hands of public investors. For companies that have less than $75 million, they are limited to one-third of the market value in any trailing 12-month period. This one-third rule is called the "baby shelf rule."
- The company has traded at least $1 billion USD in non-convertible securities (other than common equity) in primary offerings for cash, not exchange, in the last three years.
- The company has previously been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the information that is required to be in accordance with Sections 13, 14 or 15(d) for at least twelve calendar months immediately before filing Form S-3.
- The company and its subsidiaries have not failed to pay any dividend or sinking fund installments on preferred stock, or defaulted on any installments of borrowed money or on any long-term leases, since the close of the last fiscal year.
- The company has filed all previous paperwork in a timely fashion and they trade regularly on the national exchange.
Does not include any Federal Registration Fees, any SEC Edgar Filer Fees / Costs, or any Broker Dealer / Market Maker Engagements.