Shelf Registration

In a shelf registration, an issuer files a single registration statement for a delayed offering or for multiple offerings, which it can then take “off the shelf” as needed. A shelf registration gives an issuer flexibility in both timing and in offering size. For example, a company can offer a certain number of shares when the registration statement becomes effective then take more shares off the shelf when its capital requirements dictate. Alternatively, a company that is planning an offering but is waiting for favorable market conditions can file a shelf registration and then wait for the right moment to issue the shares. The availability of shelf registrations has even given rise to the phenomenon of “overnight” or “accelerated” offerings, in which an issuer can complete an offering literally overnight.

Rule 415 sets forth various conditions for such delayed or continuous offerings. (A delayed offering is just what it sounds like—an offering that is delayed or deferred until a future date. A continuous offering is an offering that remains open continuously for more than 30 days from the initial effective date.) The specific conditions that apply depend on the type of securities being offered and the classification of the issuer. Only issuers that ar