Revisions to Registration Statements on Forms S-3 and F-3 to Allow Their Use by Companies with Less than $75 Million Public Float


Last month the U.S. Securities and Exchange Commission

adopted amendments to its Forms S-3 and F-3 Registration Statements under the Securities Act of 1933 ("Securities Act") to allow their use by certain companies with less than a $75 million public float for primary offerings (that is, offerings by or on behalf of the company) of their securities. Form S-3 and Form F-3 are the "short-form" registration statements used by eligible SEC-reporting domestic companies and foreign private issuers, respectively, to register securities offerings under the Securities Act. Currently, companies with a public float of less than $75 million cannot use these forms to conduct primary offerings of their securities. Under the amendments, SEC reporting companies with a public float of less than $75 million that otherwise meet the requirements to file on Form S-3 or Form F-3 will be able to use these forms to register primary offerings of securities if they (1) have a class of common equity securities listed and registered on a national securities exchange, and (2) do not sell (using the new provisions of the Form) more than the equivalent of one-third of their public float in primary offerings in any 12-month period.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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