SEC Issues Final Rule Adopting Amendments to the Eligibility Requirements of Form S-3 and F-3
 
January 14, 2008
 

On December 19, 2007, the SEC issued its final rule release amending the eligibility requirements of Form S-3 and Form F-3. The new rules allow an issuer, irrespective of the size of its public float or the rating of debt it is offering, to register primary offerings on Forms S-3 and F-3, provided that it meets all of the following conditions:

• it has a class of common equity listed and registered on a national securities exchange
• it is not currently a shell company and has not been a shell company during at least the 12 calendar months preceding the filing of the registration statement
• it does not sell more than the equivalent of one-third of its public float in primary offerings during the prior 12 calendar months
• it meets all other eligibility requirements of the form

In the case of convertible securities or securities that are exercisable for equity, such as convertible debt or warrants, issuers are required to calculate the amount of securities they may sell in any 12-month period by reference to the aggregate market value of the underlying equity in lieu of the market value of the convertible securities.

The effective date of the amendments is January 28, 2008.
http://www.sec.gov/rules/final/2007/33-8878.pdf