Series 24: Shelf Offering (Shelf Registration)

Shelf Offering (Shelf Registration)

In most public offerings, an issuer will register and issue a specified number of securities and will attempt to sell all the securities in one day. If an issuer has issued securities previously and meets certain financial requirements, it may be able to register its securities on Form S-3, which is the most simplified type of registration form allowed for these offerings. If this is the case, the company is allowed to file a shelf registration (shelf offering). A shelf registration is when an issuer files one registration statement for a large number of securities and does not sell them immediately. Instead, the issuer puts the securities “on a shelf” and brings them down to sell when the market is favorable.

A shelf offering that qualifies to file Form S-3 may be conducted on “an immediate, continuous or delayed basis.” A continuous offering is one that remains open continuously for more than 30 days following the shelf offering’s effective date. A delayed