Shelf Registration

Rule 415 under the Securities Act allows for registration of continuous or delayed offerings by an issuer or by selling security holders.  In practice, issuers using Form S-3 or F-3 can file a registration statement with the SEC, check the Rule 415 box on the cover page, either register an offering amount and pay the registration fee in advance, or, for WKSIs, not register a specific amount but “pay as you go” for each takedown of securities “off the shelf.”  Once the registration statement is effective (upon filing for WKSIs, after SEC review for non-WKSIs), offerings may be made immediately or in the future, as the market may demand.