S-3 Filing

An S-3 filing can be performed by a qualified company that uses the most simplified SEC registration form available to make an offering of securities. This type of filing can only be used by companies that have met timely regulatory filing requirements.

A company makes an S-3 filing in order to raise capital. Compared with an S-1 filing, an S-3 filing does not require the issuer to provide as much extensive information when completing an S-3 form.

The offering and issuer for an S-3 filing must meet the eligibility tests prescribed by the form before having a secondary offering.

A company may file an S-3 form immediately if the goal is to make the offering in the near-term. The company could also proceed with a shelf registration for an S-3 filing if it intends to raise funding at a later date. A shelf registration of this type usually gives the company up to three years to offer the securities. It is possible for a company to make multiple offerings through a single S-3 shelf registration statement.

Well-known seasoned issuers who submit S-3 filings can benefit from certain expedited handling procedures by the SEC. For example, S-3 shelf registrations by well-known seasoned issuers can become effective automatically when they are filed. A company must meet certain criteria to be designated as a well-known seasoned issuer.

The company must have outstanding at least $750 million of nonconvertible securities other than common equity issued in primary offerings for cash. If that criterion is not met, the company could have issued at least $1 billion in primary offerings of cash over the prior three years. The company must meet either requirement within 60 days prior to the filing of the registration statement. If the company does not meet the above requirements, it could qualify by being a wholly-owned subsidiary of a well-known seasoned issuer.

It is possible for a company to lose its well-known seasoned issuer status after filing a registration statement. The company may be able to use the existing registration statement for its offering until filing its 10-K annual report.

After a company makes an S-3 filing, there can be a gap period where the SEC reviews the form before it is put into effect. This timeframe might be shortened to 10 days and under for well-known seasoned issuers. Shelf registrations for well-known seasoned issuers might not trigger an SEC review.