How Much Shelf Life Does Your Registration Statement Still Have?

Originally published August 29, 2008

Keywords: Securities Offering Reform Initiative, SEC, shelf registration, Rule 415, WKSI, automatic shelf registration statements, Form S-3, Form F-3

Prior to its 2005 Securities Offering Reform initiative, the SEC's rules limited the amount of securities that could be registered under certain shelf registration statements to an amount that, at the time the registration statement became effective, was reasonably expected to be offered and sold within two years from the initial effective date of the registration statement. As part of its Securities Offering Reform Initiative, the SEC amended Rule 415 to eliminate this limitation in many instances. However, at the same time, the SEC provided that certain shelf registration statements can only be used for three years after the initial effective date of the registration statement. For purposes of the three-year