Securities and Exchange Commission June 26, 2007 – Federal Register Recent Federal Regulation Documents

Revisions to the Eligibility Requirements for Primary Securities Offerings on Forms S-3 And F-3
Document Number: E7-12301
Type: Proposed Rule
Date: 2007-06-26
Agency: Securities and Exchange Commission, Agencies and Commissions
We are proposing to amend the eligibility requirements of Form S-3 and Form F-3 to allow domestic and foreign private issuers to conduct primary securities offerings on these forms without regard to the size of their public float or the rating of debt they are offering, so long as they satisfy the other eligibility conditions of the respective form and do not sell more than the equivalent of 20% of their public float in primary offerings pursuant to the new instructions on these forms over any period of 12 calendar months. The amendments are intended to allow more companies to benefit from the greater flexibility and efficiency in accessing the public securities markets afforded by Form S-3 and Form F-3 without compromising investor protection. The proposal would not extend to shell companies, however, which would be prohibited from using Form S-3 and Form F-3 for primary offerings until 12 calendar months after they cease being shell companies.