lead | Definition of lead in English by Oxford Dictionaries
The “Meet” similar sounds is directed and confused with the word “Meat.” “Meet” Adjective: Meet; Verb: Meet; 3rd person presents: Meets; Past tense: Met. Thank you in advance for your answer and I am looking forward to hearing We use does and is with third person singular pronouns (he, she, it) and with singular noun forms. We use do and are with other personal pronouns (you, we they) and with plural noun forms. You are about to meet somebody you do not know. verb. [with object]. 1Cause (a person or animal) to go with one by holding them by the hand, a halter, a rope, etc. while moving forward. 'she emerged leading a.
What are other examples of Newton's third law?
BBC Learning English - Course: intermediate / Unit 1 / Session 2 / Activity 1
As a professor paces in front of a whiteboard, she exerts a force backward on the floor. The floor exerts a reaction force forward on the professor that causes her to accelerate forward. Similarly, a car accelerates because the ground pushes forward on the drive wheels in reaction to the drive wheels pushing backward on the ground. You can see evidence of the wheels pushing backward when tires spin on a gravel road and throw rocks backward. In another example, rockets move forward by expelling gas backward at high velocity.
This means the rocket exerts a large backward force on the gas in the rocket combustion chamber, and the gas therefore exerts a large reaction force forward on the rocket. This reaction force is called thrust. It is a common misconception that rockets propel themselves by pushing on the ground or on the air behind them. They actually work better in a vacuum, where they can more readily expel the exhaust gases. Helicopters similarly create lift by pushing air down, thereby experiencing an upward reaction force.
Birds and airplanes also fly by exerting force on air in a direction opposite to that of whatever force they need. For example, the wings of a bird force air downward and backward in order to get lift and forward motion.
Symmetry in Forces" from Openstax College Physics. Download the original article free at http: What do examples involving Newton's third law look like? Fridge push A person drives a cart, Cart 1, to the right while pushing another cart, Cart 2, that has a massive refrigerator on it. The total mass of Cart 2, cart plus fridge, is three times the total mass of Cart 1, cart plus person.
May the registrant continue to use Form S-3 to conduct primary offerings pursuant to that instruction? A registrant must be eligible to use Form S-3 each time it updates the registration statement under Section 10 a 3.
In this case, because the registrant no longer meets the transactional requirements of General Instruction I. If the registrant has a class of common equity securities listed and registered on a national securities exchange, it should consider whether it is eligible to use Form S-3 pursuant to General Instruction I.
How should the issuer complete the calculation of registration fee table on the face of an automatic shelf registration statement? Must a registrant evaluate its eligibility to use Form S-3 at the time it files a Form K?
For purposes of Rule bthe updating of a Form S-3 registration statement through the incorporation of a Form K is the equivalent of filing a post-effective amendment to update the registration statement pursuant to Section 10 a 3. This means that if the registrant is not eligible to use Form S-3 at the time of such updating, it would be required to file a post-effective amendment on whatever other form would be available at the time.List of Verbs in English Grammar with Hindi meaning - Three & Four forms of verbs
May an issuer file or use an automatic shelf registration statement on Form S-3 after the issuer has filed its Form K but prior to filing the Part III information that will be incorporated by reference into the Form K?
However, issuers are responsible for ensuring that any prospectus used in connection with a registered offering contains the information required to be included therein by Securities Act Section 10 a and Schedule A.
If an issuer has a resale registration statement on Form S-3 or Form F-3 that became effective prior to December 1,may it rely on Rule B to use prospectus supplements for the purpose of making material amendments to the plan of distribution or replacing selling security holders due to transfers or adding new selling security holders? An issuer with an effective resale registration statement may rely on Rule B and file prospectus supplements pursuant to Rule b to make material amendments to the plan of distribution or to add or replace selling security holders, provided that in the case of adding or replacing selling security holders, the other conditions in Rule B regarding naming selling security holders by prospectus supplement are satisfied.
May a well-known seasoned issuer file an automatic shelf registration statement while it has a pending confidential treatment request on an exhibit to a periodic or current report? Well-known seasoned issuers are not required to delay filing an automatic shelf registration statement until pending confidential treatment applications are acted upon. However, the well-known seasoned issuer must assure that any prospectus used in an offering contains the information required to be included by Securities Act Section 10 a and applicable rules thereunder.
Form S-3 — General Instructions I. Will the delinquent filing of a Form K by an issuer's employee benefit plan disqualify the issuer from using Form S-3? While General Instruction I. Hence, a late filing of a Form K is not considered in determining the issuer's eligibility for Form S In annual reports for fiscal years ending on or after December 15, but before December 15,non-accelerated filers are required to provide management's report on internal control over financial reporting pursuant to Item T of Regulation S-K.
The report is deemed not to be "filed" for purposes of Section 18 of the Exchange Act, unless the company specifically states that the report is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act. Does a non-accelerated filer's failure to provide management's report in its Form K under Item T a affect its form eligibility or the ability to use Rule ? It is the Division's view that the failure to provide this management report renders the annual report materially deficient.
As a result, if management did not complete the evaluation and provide the report as required by Item T athe company would not be timely or current in its Exchange Act reporting. This would result in the company not being eligible to file new Form S-3 or Form S-8 registration statements and the loss of the availability of Rule Because the filing of the Form K constitutes the Section 10 a 3 update for any effective Forms S-3 or S-8, the company also would be required to suspend any sales under already effective registration statements.
However, if the company subsequently amends its Form K to provide management's report on whether or not internal control is effective, the company can file new Forms S-8 and resume making sales under already effective Forms S-8, and shareholders can avail themselves of Rule assuming all other conditions to use of the form or rule are satisfied. This would be the case regardless of whether management reached an effective or ineffective conclusion about its internal control.
Although amending the Form K to provide management's report may result in the company becoming current, it would remain untimely and would not be eligible to file new Forms S An issuer otherwise eligible to use Form S-3 failed to file a current report on Form 8-K fourteen months before the proposed filing of the Form S Is Form S-3 available to the registrant?
Form S-3 is available because the condition to have filed all required Exchange Act reports and on a timely basis applies only to reports required to be filed in the preceding twelve months.
What reports are covered by this Instruction? In determining eligibility for use of Form S-3, the requirement that the registrant has filed in a timely manner all reports required to be filed during the past twelve calendar months refers only to Section 13 a or 15 d reports and Section 14 a and 14 c materials. May a domestic company that succeeds to the reporting obligations of a foreign private issuer, and is otherwise eligible to file a Form S-3, incorporate by reference the predecessor's annual report on Form F to satisfy the disclosure requirements of Form S-3?
Either the issuer would have to include audited financial statements and other disclosures satisfying the requirements of Form S-3 or it could wait until it has filed its first annual report on Form K to incorporate by reference the Form K into the Form S The instruction also requires that the registrant have filed in a timely manner all reports required to be filed during the twelve calendar months and any portion of a month immediately preceding the filing of the registration statement.
How is calendar month calculated? For purposes of these eligibility requirements, a calendar month begins on the first day of the month and ends on the last day of that month. Hence, if a registrant were not timely on a Form Q due on September 15,but was timely thereafter, it would first be eligible to use Form S-3 on October 1, A company failed to furnish an Item 2.
As a result, does the company lose its eligibility to file a registration statement on Form S-3? Because an Item 2. What does the reference to "material" in General Instruction I.
The reference to materiality applies to defaults on indebtedness and on long-term lease rentals. It does not apply to the failure to declare dividends or make sinking fund installments on preferred stock. Is the omission to declare a dividend on non-cumulative preferred stock a payment failure disqualifying an issuer from using Form S-3? No, because there is no liability to pay the dividend that arises under the terms of the non-cumulative preferred.
This omission cannot be equated to a payment default on a debt instrument or capital lease. A declared but unpaid dividend on preferred stock, however, would disqualify the issuer from using Form S-3, as would the existence of accrued and unpaid dividends on cumulative preferred stock.
Does a default on a covenant not involving an "installment on indebtedness" disqualify a company from using Form S-3? A default will be disqualifying only if it involves failure to pay principal or interest on indebtedness and is material to the financial position of the registrant and its subsidiaries, taken as a whole.
In the event an installment payment on indebtedness has been missed, but the terms of the debt do not define a missed payment as a default until the creditors take some action, can an issuer satisfy General Instruction I. Yes, if the company makes a determination that there is no default as a legal matter. An issuer committed a material default on indebtedness but the holders of the securities subsequently waived the default.
Can an issuer satisfy General Instruction I. Regardless of the fact that a disqualifying default is either cured or waived after it occurs, the form may not be used between the date of the default and the audit at the end of the fiscal year in which such material default occurred. In the event a prospective default never occurs because the lenders have waived payment in advance of the due date, can an issuer satisfy General Instruction I.
From which date should an issuer measure the twelve-month period in General Instruction I. The twelve-month period for which a registrant must have been subject to the requirements of Section 12 or 15 d of the Exchange Act, and filed certain required materials under Section 13, 14 or 15 d of the Exchange Act, relates to the effective date of the registrant's Securities Act or Exchange Act registration statement that gave rise to the filing obligation.
Thus, the date on which the registration statement was initially filed is not taken into consideration in computing the twelve-month period. Would an issuer that timely filed its Exchange Act reports during the past twelve months, but was not required to file reports under the Exchange Act for a portion of that period, be able to satisfy Instruction I.
In order to be eligible to use Form S-3, an issuer must have been subject to the requirements of Exchange Act Section 12 or 15 d for a period of at least twelve months. An issuer that timely filed its Exchange Act reports during the past twelve months, but was not subject to Section 12 or 15 d for a portion of that period and therefore was reporting on a voluntary basis during that portionwould be eligible to use Form S-3 only under the conditions specified in the Lamar Advertising Co.
If a company defaults on indebtedness, which default is material to the company as a whole, or fails to pay a dividend on preferred stock, can the company satisfy the eligibility requirement in Instruction I. Yes, provided that the company has filed a Form K including audited financial statements covering the period in which the material event of default or failure to pay preferred dividends occurred.
If, after the end of the fiscal year, the company has a new material event of default or a new failure to pay dividends on preferred stock, then the company would not be eligible to use Form S-3 until the filing of its next Form K. See Securities Act Release No. If a company declares bankruptcy and subsequently fails to make interest or principal payments on indebtedness as required pursuant to the terms of the indebtedness, can the company nonetheless satisfy the eligibility requirement in Instruction I.
May a registrant use Form S-3 for the registration of securities issued under an employee benefit plan? Yes, so long as the sponsoring company, as issuer of the securities, meets all of the requirements for use of the form, including those set forth in General Instruction I. The information concerning the plan required by Form S-8 would have to be included in the Form S-3 prospectus.
Plan interests, however, may not be registered on Form S-3 because the plan, as issuer, typically will not satisfy Form S-3 eligibility standards. When plan interests are being registered, the plan will be subject to S-1 level disclosure regardless of whether the sponsoring company registers its securities on Form S-1 or Form S-3including Section 10 a 3 updating requirements.
A registrant meets the registrant requirements for Form S-3, but does not meet the transaction requirements for a primary offering. The registrant has two majority-owned subsidiaries. Would Form S-3 be available for secondary offerings of its securities by the two subsidiaries? In these circumstances, the offerings of the registrant's securities by its majority-owned subsidiaries would be treated as if they were primary offerings by the registrant, since the subsidiaries are considered alter egos of the registrant.
Accordingly, since the registrant is not eligible to use Form S-3 for a primary offering, the offering of the registrant's securities by its subsidiaries likewise may not be registered on Form S Is Form S-3 available to an issuer that meets the form's registrant requirements to register offers and sales pursuant to customer stock purchase plans? Form S-3 is not available to register offers and sales pursuant to customer stock purchase plans unless the issuer meets the form's registrant requirements as well as the transaction requirements for primary offerings set forth in General Instruction I.
Is Form S-3 available to register shares underlying options whose exercise consideration can be cash or, in the alternative, shares of the same class as those underlying the options? In reliance on Securities Act Section 4 2a merger transaction will not be registered. May resales of earnout shares to be issued in connection with the merger be registered on Form S-3 pursuant to General Instruction I.
For purposes of computing the "float" under General Instruction I. As the instruction indicates, the aggregate market value may be computed by taking the average of the bid and asked prices of such common equity, as of a date within 60 days prior to the date of filing, and multiplying that price by the number of shares of such common equity held by non-affiliates. In making this computation, it is not necessary to calculate the number of shares held by non-affiliates for the same day on which the average price of the stock is determined.
For example, the number of shares outstanding on the date of filing might be used, together with the average price of stock for any day within the day period. When a registrant reassesses Form S-3 eligibility in connection with a Section 10 a 3 update, for purposes of computing the "float" under General Instruction I.
The registrant can use any day during the day "look back" period from the filing date of the Form K in determining the number of shares held by non-affiliates. In order to calculate whether this condition has been met, must the common equity be traded on a public market, such as an exchange, the OTC Bulletin Board, or the Pink Sheets?
What is the meaning of the "for cash" requirement in General Instruction I. The "for cash" reference was intended only to make clear that Form S-3 is not available for exchange offers or other business combination transactions. Accordingly, Form S-3 would be available, for example, for transactions in which the consideration for the securities consists of promissory notes or services performed for the issuer by the recipient of the securities.
May a company use Form S-3 to register the offer and sale of both an immediately convertible security and the underlying security?
A company meeting the float test of General Instruction I. The fact that subsequent conversions may occur at a time when the company does not meet the transaction requirement of General Instruction I. If it becomes necessary to update the registration statement in accordance with Section 10 a 3the company may accomplish such update by incorporation by reference or post-effective amendment on Form S-3 only if it meets the conditions for the use of the form at that time.
In order to use General Instruction I. The fact that the underlying common stock is listed or quoted is sufficient to satisfy the requirements of the instruction.
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For purposes of General Instruction I. Are securities to be issued in an exchange exempt under Securities Act Section 3 a 9 deemed outstanding for purposes of General Instruction I. If an issuer meets the float test in General Instruction I. May parents, subsidiaries or affiliates of the issuer rely on Rule a 1 i to register secondary offerings? Rule a 1 i excludes from the concept of secondary offerings sales by parents or subsidiaries of the issuer.
Form S-3 does not specifically so state; however, as a practical matter, parents and most subsidiaries of an issuer would have enough of an identity of interest with the issuer so as not to be able to make "secondary" offerings of the issuer's securities.
Aside from parents and subsidiaries, affiliates of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate circumstances, affiliates may make offerings that are deemed to be genuine secondaries.
As described in the no-action letter, a prospectus to a previously effective Form S-3, pursuant to which sales are still being made, may be revised to reflect the rights plan by filing a Rule c prospectus supplement.
For a Form S-8, Rule would apply instead of Rule c. However, if a company has an existing rights plan and is filing any new Securities Act registration statement for shares of the class of security to which the rights relate, should the rights be registered on the new registration statement as a separate security?
Securities to be issued in connection with business combinations may be registered on a shelf filing pursuant to Rule a l viii. May Form S-3 be used for these purposes? Form S-3 is not available for business combinations.
Form S-3 may be used for a secondary offering of shares which were originally received from the issuer in connection with a business combination, assuming it is a genuine secondary offering. A company privately placed convertible securities in reliance on the exemption provided by Section 4 2. The company agreed to file a registration statement within two months after the private placement closing to register the resale of the common stock issuable on conversion of the convertible securities.
The securities were convertible into common stock using a conversion ratio based on the company's common stock trading price at the time of conversion. Can the company use Form S-3 to register the resale of the common stock prior to conversion? Can the company use Rule to register for resale an indeterminate number of shares that it may issue due to the operation of the conversion formula?
If the company satisfies the Form S-3 registrant eligibility requirements and the offering satisfies the Form's secondary offering requirements, the company may use Form S-3 to register, prior to the conversion, the resale of the common stock issuable upon conversion of the outstanding convertible securities.
The company may not use Rule to register for resale an indeterminate number of shares resulting from operation of the conversion formula. Rule does not apply by its terms in these circumstances, because the floating conversion rate is not "similar" to an anti-dilution provision. Instead, the company must make a good-faith estimate of the maximum number of shares that it may issue on conversion to determine the number of shares to register for resale.
If the number of registered shares is less than the actual number issued, the company must file a new registration statement to register the additional shares, assuming the selling securityholder desires to sell those additional shares. It may use Rule bif available, for this purpose. The selling securityholder information in the registration statement, at the time of effectiveness, must include the total number of shares of common stock that each selling securityholder intends to sell based on current market price if there is a floating conversion rate tied to market priceregardless of any contractual or other restriction on the number of securities a particular selling securityholder may own at any point in time.
As the selling securityholders resell shares of common stock following conversion, the company must file prospectus supplements, as necessary, to update the disclosure of the number of shares that each selling securityholder intends to sell, reflecting prior resales.
The plan of distribution in the prospectus filed as part of the registration statement must specify, in compliance with Item of Regulation S-K, how each selling securityholder intends to dispose of the securities it receives on conversion.
A company privately placed convertible securities in reliance on the exemption provided by Section 4 2but has not yet issued some or all of the convertible securities. Unless the transaction involving the issuance of the convertible security meets the conditions under which a company may file a registration statement for resale of privately placed securities before their actual issuance commonly known as a "PIPE," or private-investment, public-equity transaction, as discussed belowthe registration for resale of the common stock underlying the unissued convertible security would not be viewed as a valid secondary offering.
Instead, the transaction would be treated as an indirect offering by the issuer, and thus a primary offering, with the investor being identified in the registration statement as an "underwriter. In addition, if the company continues to sell privately additional convertible securities after it has filed the registration statement for the securities underlying the previously sold convertible securities, the continuation of the same offering may call into question the Section 4 2 exemption generally claimed for the entire convertible securities offering.
In a PIPE transaction, a company will be permitted to register the resale of securities prior to their issuance if the company has completed a Section 4 2 -exempt sale of the securities or in the case of convertible securities, of the convertible security itself to the investor, and the investor is at market risk at the time of filing of the resale registration statement.
The investor must be irrevocably bound to purchase a set number of securities for a set purchase price that is not based on market price or a fluctuating ratio, either at the time of effectiveness of the resale registration statement or at any subsequent date. When a company attempts to register for resale shares of common stock underlying unissued, convertible securities, the PIPE analysis applies to the convertible security, not to the underlying common stock.
There can be no conditions to closing that are within an investor's control or that an investor can cause not to be satisfied. For example, closing conditions in capital formation transactions relating to the market price of the company's securities or the investor's satisfactory completion of its due diligence on the company are unacceptable conditions. The closing of the private placement of the unissued securities must occur within a short time after the effectiveness of the resale registration statement.
An issuer intended to grant rights to subscribe to shares of common stock on a pro rata basis to all shareholders after it filed a registration statement on Form S The issuer was not eligible to rely on General Instruction I. Can the issuer rely on General Instruction I. No, the issuer could not rely on General Instruction I. Similarly, an issuer could not conduct a takedown of the securities off an effective unallocated shelf registration statement in reliance on General Instruction I.
The issuer could file a Form S-1 to register the rights offering if the offering would be made on a continuous basis in reliance on Rule a 1 ix. In addition, although General Instruction I. How does a company register, as a primary offering rather than as a "resale" registration in a private equity line financingthe issuance of the put securities under an equity line?
An equity line financing done as a primary offering in which the put price is based on or at a discount to the underlying stock's market price at the time of the put exercise is an "at the market" offering under Rule a 4 and must comply with the requirements of that rule. Further, to register the primary offering, the company must be eligible to register primary offerings on Form S-3 in reliance on General Instruction I.
In addition, if a company is relying on General Instruction I. May a company with an effective shelf registration statement on Form S-3, in reliance on General Instruction I. The concept of rolling measurement dates is limited to different takedowns, not individual sales within a takedown. The company intends to file a prospectus supplement for another continuous offering on the following Monday, June In the context of multiple, concurrent continuous offerings, however, any securities that continue to be offered in other continuous offerings in reliance on General Instruction I.
To permit otherwise would allow a company to do in two or more transactions what it cannot do in one transaction. In calculating whether the size of an offering consisting of common stock and warrants exceeds the one-third cap in General Instruction I.
Instruction 2 to General Instruction I. May it sell securities to the same investor swith a portion coming from a takedown from its shelf registration statement for which it is relying on Instruction I. Because we believe that this offering structure evades the offering size limitations of Instruction I.
Accordingly, an issuer may not rely on Instruction I. If it does not, it would need to either register the resale on Form S-1 or wait until it has sufficient capacity under that instruction to register the resale on Form S May a majority-owned subsidiary of a parent that meets the registrant requirements of Form S-3 rely on General Instruction I.
The subsidiary may use Form S-3 only after it voluntarily registers under the Exchange Act pursuant to an effective Form The Form 10 must be filed prior to the filing of the Form S-3 and may be incorporated by reference pursuant to Form S-3, Item 12 a l in substitution for the Form K.
The security that must be registered on the Form 10 is the registrant-subsidiary's common stock, and not the debt security registered on Form S In Part II of an automatic shelf registration statement, what information should be included under "Other Expenses of Issuance and Distribution"?
As with unallocated shelf registration statements, the information included under "Other Expenses of Issuance and Distribution" should include only the information that is known at the time of filing the registration statement. If an automatic shelf registration statement initially registers one or more classes of securities and a new class of securities is subsequently added to that automatic shelf registration statement by post-effective amendment, when must the Exhibit 5 legality opinion for the new class of securities be filed?
More generally, when must the Exhibit 5 legality opinion for the specific securities sold in a particular offering be filed? An Exhibit 5 legality opinion must be filed at the time a class of securities is first included in an automatic shelf registration statement, whether as part of the initial registration statement or in a post-effective amendment to the registration statement. The signed opinion covering the specific securities sold in a particular offering must be filed as part of the registration statement or incorporated by reference into the registration statement no later than the closing date of the offering of such securities.
This position is limited to opinions of counsel regarding the legality of the securities being offered, which are required to be filed in connection with shelf takedowns. If a well-known seasoned issuer files an automatic shelf registration statement and during that year, before its Section 10 a 3 update is due, the issuer loses its status as a well-known seasoned issuer, what is the impact on the effectiveness and use of that automatic shelf registration statement?
An issuer's loss of eligibility to use a registration form after effectiveness and before its Section 10 a 3 update will not affect its ability to use that registration statement until the time of its Section 10 a 3 update. If the issuer is no longer eligible as a well-known seasoned issuer at the time of its Section 10 a 3 update, the rules would require the issuer to amend its automatic shelf registration statement onto the form it is then eligible to use to sell the securities.
How does Rule g 1 ii of Regulation S-X which refers to the principal amount of securities being registered apply in the context of an automatic shelf registration statement for an unspecified amount of securities? As with a Form S-3 or Form F-3 unallocated shelf registration statement that includes subsidiary issuers or subsidiary guarantors, in the context of an automatic shelf registration statement, the determination of the principal amount of securities being registered for purposes of Rule g 1 ii of Regulation S-X would be based on the principal amount of the guaranteed securities being sold in the particular offering.
If a well-known seasoned issuer has an effective Form S-3 or Form F-3 registration statement, can it change that registration statement to an automatic shelf registration statement by filing a post-effective amendment? If the issuer has an effective Form S-3 or Form F-3 that was not an automatic shelf registration statement when it became effective, it cannot amend that registration statement to become an automatic shelf registration statement.
Instead, the issuer must file a new registration statement on Form S-3 or Form F-3 designated as an automatic shelf registration statement. When permitted by Rule a 6the issuer may include on the new registration statement any unsold securities covered by the effective registration statement. Alternatively, the issuer may rely on Rule p to carry forward unused filing fees for unsold securities from the effective registration statement if the automatic shelf registration statement is filed within five years of the initial filing date of the effective registration statement.
This approach is necessary because automatic shelf registration statements filed on Form S-3 or Form F-3 and post-effective amendments to automatic shelf registration statements will be designated separately, for EDGAR purposes, from other registration statements on Form S-3 or Form F-3 to enable them to become effective immediately. Can a continuous offering registered on an effective Form S-3 such as a dividend reinvestment program, including a program with a direct stock purchase plan be transitioned to an automatic shelf registration statement?
When an issuer files an automatic shelf registration statement, it can register any primary offerings for cash, including continuous offerings that were previously registered on a shelf registration statement.
This would include, without limitation, unallocated shelf offerings, dividend reinvestment programs with direct stock purchase plans, and offerings of securities by selling security holders. The issuer cannot include business combination transactions, such as acquisition shelf registration statements, on the automatic shelf registration statement. When an issuer includes an ongoing offering that was registered on an effective shelf registration on a subsequently filed automatic shelf registration statement, it may include on the new registration statement any unsold securities covered by the effective registration statement when permitted by Rule a 6.
Alternatively, it may carry forward the filing fees paid for any unsold securities under Rule p if the automatic shelf registration statement is filed within five years of the initial filing date of the effective registration statement. May a majority-owned subsidiary of a well-known seasoned issuer parent use the parent's automatic shelf registration statement to register the subsidiary's guarantee of the parent's registered debt securities that are convertible into equity securities of the parent and not any other securities of the subsidiary, provided that the parent is eligible to register any of its securities on an automatic shelf registration statement?
Securities Act Forms
C of Form F-3 refer to guarantees of non-convertible securities, other than common stock, of the parent. However, each security would be analyzed separately and the form may be used to register the subsidiary's guarantee of the parent's registered debt securities that are convertible into equity securities of the parent and not any other securities of the subsidiary when the parent is primarily eligible as a well-known seasoned issuer to register any of its securities on the automatic shelf registration statement and is not limited to registering only debt securities.
If a spun-off subsidiary meets the conditions discussed in Questions 8 and 9 of Staff Legal Bulletin No. The spun-off subsidiary also would need to independently meet all other requirements for well-known seasoned issuer status.
It should be noted that if a spun-off entity relies on its parent's reporting history for purposes of filing a Form S-3 or a Form S-3ASR, it would need to comply with Items a and b of Regulation S-K in the first annual report that it files, to the extent its parent is required to do so.
Must an issuer test its well-known seasoned issuer status when it adds a new class of securities to an existing automatic shelf registration statement on Form S-3 via post-effective amendment pursuant to Rule b? When a well-known seasoned issuer adds a new class of securities to an existing automatic shelf registration statement on Form S-3 by filing a post-effective amendment pursuant to Rule bthat filing is not itself an event requiring testing of well-known seasoned issuer status unless it also serves as a Section 10 a 3 update.
Must a Form S-3 include a table of contents? B of Form S-3 expressly states that no table of contents is required to be included in the prospectus or in the registration statement prepared on the form, Part I, Item 2 of the form notwithstanding.
Rule of Regulation S-X specifies certain time periods depending on the registrant's accelerated filer status in which a "filing," other than on Form K or Form 10, may be made without the balance sheet for the most recent fiscal year end. The rule is conditioned on 1 the registrant's reasonable and good faith expectation that it will report income for the most recently completed fiscal year and 2 the registrant having reported income for at least one of the last two fiscal years.