On December 11, the Securities and Exchange Commission approved changes to the eligibility requirements of Forms S-3 and F-3 under the Securities Act of 1933 to allow companies that do not meet the Forms’ current public float criteria ($75 million) to utilize Forms S-3 and F-3 to register primary offerings of their securities, subject to certain limitations.
- Meet all other eligibility requirements of the relevant form;
- Are not currently shell companies and have not been shell companies for at least 12 calendar months before filing the registration statements;
- Have a class of common equity securities listed and registered on a national securities exchange; and
- Do not sell more than the equivalent of one-third (up from 20% in the SEC’s proposal) of their public float in primary offerings pursuant to the new instructions in any period of 12 calendar months.
The effective date for these amendments will be 30 days after publication in the Federal Register. http://www.sec.gov/news/press/2007/2007-259.htm