Shelf Offering (Shelf Registration)
In most public offerings, an issuer will register and issue a specified number of securities, and will attempt to sell all the securities in one day. If an issuer has issued securities previously, and is large enough to be able to register its securities on Form S-3, the company may file what is called a shelf registration (shelf offering). A shelf registration is when an issuer files one registration statement for a large number of securities and does not sell them immediately. Instead, the issuer puts the securities “on a shelf” and brings them down to sell when the market is favorable.
A shelf offering by seasoned and well-known seasoned issuers that qualify to file Form S-3 may be conducted on “an immediate, continuous or delayed basis.” A continuous offering is one that remains open continuously for more than 30 days following the shelf offering’s effective date. A delayed offering is one in which sales may be deferred until some future date. In general, a shelf registration is good for up to three years, meaning