What is a prospectus supplement?
A document providing information that was omitted from a base prospectus filed with the SEC in connection with a shelf registration.
Is a prospectus supplement a registration statement?
Prospectus supplements are filed under Rule 424(b). However, under Rule 430B and Rule 430C, prospectus supplements are deemed part of, and included in, the registration statement containing the base prospectus to which the prospectus supplement relates.
What is a Section 10 A )( 3 update?
Section 10(a)(3) provides that if a prospectus is used more than nine months after the effective date of the registration statement, the information contained in the prospectus must be as of a date not more than 16 months prior to such use.
What is a preliminary prospectus supplement?
Preliminary Prospectus Supplement means any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus Supplement, together with the Base Prospectus.
What is Rule 415 of the Securities Act?
01 Question—Rule 415 of Regulation C under the Securities Act of 1933 (1933 Act) permits companies to register a designated amount of securities for continuous or delayed offerings by filing one “shelf ” registration statement with the SEC.
What is Rule 134 disclosure?
Rule 134 provides that certain limited written communications related to a securities offering as to which a registration statement has been filed will not be considered to be a prospectus (in other words, will be exempt from SEC restrictions applicable to written offers).
What is a rule 462 B registration statement?
Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Public Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act …
What is a pink prospectus?
Related Content. A preliminary prospectus. A document, similar to a red herring, which contains most, if not all, of the company information that will be contained in the final prospectus, but it does not include the price range and number of securities to be issued.
What is SEC Form S-3 used for?
Form S-3 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting company issuers to file in order to issue shelf offerings.
Who can file S-3?
What are the general eligibility conditions of Form S-3? Domestic Company: The company must be organized under the laws of the United States or any State or Territory or the District of Columbia and have its principal business operations in the United States or its territories.
Who does SEC Rule 144 apply to?
Which securities are subject to Rule 144? Restricted securities and control securities are subject to Rule 144. For purposes of Rule 144, “securities” include common stock, preferred stock, and debt securities, and the term “debt securities” includes asset-backed securities and nonparticipating preferred stock.
What is red herring prospectus?
Key Takeaways. A red herring is a preliminary prospectus filed with the SEC, usually in connection with an IPO—excludes key details of the issue, such as price and number of shares offered. The document states that a registration statement has been filed with the SEC but is not yet effective.
What are the terms in the prospectus supplement?
This prospectus supplement summarizes specific financial and other terms that apply to the Securities. Terms that apply generally to all Medium Term Notes, Series A are described in “Description of Debt Securities We May Offer” in the accompanying prospectus.
What changes can be made in a 424(b) prospectus supplement?
Other changes may be made in a prospectus supplement filed pursuant to Rule 424 (b). If the registrant files a post-effective amendment, it could incorporate by reference previously filed Exchange Act reports if it satisfied the conditions in Form S-1 allowing incorporation by reference.
Can additional securities be added to a registration statement?
Because additional securities may not be added to a registration statement by means of a post-effective amendment (see Securities Act Rule 413 (a)), the newly authorized 10 million shares must be registered on a separate registration statement. This alternative applies only with respect to Form S-8.
Are offering and sale of securities subject to Section 15(D)?
Answer: No. Because offers and sales under Regulation A are exempt transactions under the Securities Act, the offering does not subject the issuer to reporting obligations under Section 15 (d) of the Exchange Act. [Apr. 24, 2009] Section 129. [Reserved]