1

PRE-FILING PERIOD

IN REGISTRATION?
SEC: I is in registration at least from the time an I reaches an
understanding w/ the B-D which is to act as managing UW [before]
the filing of a RS
can go in registration earlier if it starts active selling efforts for
offering before locating lead UW

WHAT IS AN OFFER?
2(a)(3) of S.A.: offer includes every offer and solicitation of an
offer to buy a security for value
Broad def necessary to control abuses and further goal to slow
selling process to give investors time to digest info
communications that condition the public mind or arouse
public interest in the particular securities may undermine
that goal [In the Matter of Carl M. Loeb, Rhoades]
Even if the info is news, can still be offer (frenzy)
S.A. Release No. 3844: conditioning the public mind includes: O
UW mailing bunch of brochures w/ positive info abt the Is industry
w/out mentioning either I or upcoming pub offering; O UW
sending press release containing reps, forecasts, & quotations which
cld not have been supported as reliable data (soft fwd-looking info)
fwd looking info difficult to verify; can mislead investors
S.A. Release No. 5180: SEC downplayed conflict faced by E.A.
reporting Is: Is can respond to legit inquiries but initiating
publicity while in registration is problematic
permissible: O ads, O periodic reports, O proxy statements,
and O answers to unsolicited inquiries
does not include soft fwd-looking info and opinions
concerning values
Above 3 outline key factors informing definition of offer:
O motivation of comm; O type of info, esp soft fwd-looking info; O
breadth and form of comm (i.e., written); O whether the UW is
mentioned by name (or other facts abt the offering

RULE 163A: 30-DAY COOL-OFF SAFE HARBOR
WHO: All Is (no UW or D)

FUNCTION: provides safe harbor from app of 5(c) for any comm
made by/on behalf of an I up to 30 days prior to filing RS
Doesnt bring comms covered by exemption w/in 12(a)(2)

CONDITIONS: O communication may not refer to the securities
offering [163A(a)]; O I must take reasonable steps to ensure that
further distribution or publication of the communication doesnt
occur during the 30 days immediately prior to the filing of the RS
[163A(a)]










RULE 163: WKSI SAFE HARBOR
WHO: WKSIs only (no UW or D)

FUNCTION: excludes written and oral communications from
definition of offer under 5(c),
BUT: written comms are deemed FWPs and prospectuses under
2(a)(1) relating to a pub offering R 10b-5 and 12(a)(2) private
antifraud liability still attach

CONDITIONS: O written comm must include a specific legend
[163(b)(1)]; O must file written comm w/ SEC promptly after the
filing of the RS [163(b)(2)]

RULE 135: NOTICE OF OFFERING
WHO: all Is, selling security holders (e.g., insiders), and those acting
on behalf of either

FUNCTION: excludes comms from def. of offer under 5(c), and
thus from the def. of a prospectus under 2(a)(10) 5(b)(1) no
longer prohibits the comm in the waiting/post-effective periods and
12(a)(2) antifraud liability doesnt apply
to publish a notice on the proposed pub. offg (exempts notice from
def of offer under 5)

CONDITIONS: O legend: reqs a mandatory indicating stmt offer
[135(a)(1)]; O limited notice content: (a) name of I, (b) title,
amount, and basic terms of the securities, (c) the amount of the
offering to be made by selling security holders (i.e., selling insiders),
and (d) a brief statement of the manner and purpose of the offering
permissible: name of UW [135(a)(2)]

RULE 169: NON-REPORTING ISSUER SAFE HARBOR
WHO: All Is (no UW or D)

FUNCTION: excludes communications from definition of offer
under 5(c), and thus from the definition of a prospectus under
2(a)(10) 5(b)(1) no longer prohibits the comm in the
waiting/post-effective periods and 12(a)(2) antifraud liability doesnt
apply
Takeaway: most non-EA reporting Is can continue the regular
release of factual business info only in the Pre-Filing, Waiting, and
Post-Effective periods.

CONDITIONS:
O only factual business info permitted [169(a)],
factual biz info includes [169(a)], where factual biz info
includes: C factual info about the I, its bus or fin developments,
or other aspects of its bus; and C ads of, or other info about, the
Is products or services [169(b)(1)]
O Doesnt permit disclosure of info about the public offering, nor
can such disclosure be a part of the offering activities [169(c)]
O Info must be regularly released or disseminated [169(a)], and
the I must have previously released or disseminated the same type of
info in the ordinary course of biz [169(d)(1)]
O The timing, manner, and form of the info must be consistent in
material respects w/ similar past releases [169(d)(2)]
O Employees of the I or the Is agents who have historically provided
such info must release or disseminate the info to persons other than
in their capacities as investors (i.e., as customers and suppliers)
[169(d)(3)]
RULE 168: REPORTING ISSUER SAFE HARBOR
WHO: EA reporting Is only (& those working on behalf); no UW or D

FUNCTION: excludes communications from definition of offer
under 5(c), and thus from the definition of a prospectus under
2(a)(10) 5(b)(1) no longer prohibits the communication in the
waiting/post-effective periods and 12(a)(2) antifraud liability doesnt
apply
Takeaway: most EA reporting Is can continue the regular release of
factual business info and fwd-looking info in the P-F, W, and P-
E pds

CONDITIONS:
O only factual bus or fwd-looking info are permitted [168(a)]
factual bus info includes [168(b)(1)]: C factual info abt the I, its
bus or financial developments, or other aspects of its bus; C ads
of, or other info abt, the Is products/services; C dividend
notice; and C anything in E.A. reporting filings
fwd-looking info includes [168(b)(2)]: C projections of the Is
revenues, income (loss), earnings (loss) per share, capital
expenditures, dividends, capital structure, or other fin items;
C statements about the I managements plans and objectives for
future ops, including plans or objectives relating to the
products/services of the I; C statements about the Is future
econ performance, including statements of the type
contemplated by the mgmts discussion & analysis of fin
condition & results of operation; and C assumptions
underlying or relating to any info described in above 3
O Doesnt permit disclosure of info about the pub offering, nor
can such disclosure be a part of the offering activities [168(c)]
O Info must be regularly released or disseminated [168(a)], and
the I must have previously released or disseminated the same type of
info in the ordinary course of biz [168(d)(1)]
O The timing, manner, and form of the info must be consistent in
material respects w/ similar past releases [168(d)(2)]


2
WAITING PERIOD

RULE 134: TOMBSTONE ADS /SOLICITATIONS OF INT.
WHO: all Is and UWs

FUNCTION: excludes communications (notices announcing
public offerings) from the definition of a prospectus under
2(a)(10) excludes communications from the prohibition of
5(b)(1)
also excludes communication from definition of a FWP under
Rule 405
Reg FD: Rule 100(b)(2)(iv)(E) of Reg FD exempts Rule 134
comms selective disclosure OK

CONDITIONS:
O the comm cant occur before filing RS w/ SEC
O exclusive list of permissible disclosure categories: legal
identity and biz location of I, title and price of the securities and
amt being offered, the general type of bus of the I, the intended
use of the proceeds, the type of UW-ing, the names of the UWs,
the schedule of the offering inclg description of marketing
events like road show, and the procedures the UWs will use to
conduct the offering;
O mandatory disclosure of specified legend and contact info
for those interested in obtaining a written 10 prospectus
[134(b)]
mandatory discl not reqd if [134(c)]:
O info contained in R134 notice is limited to only
contact info for those seeking to obtain a 10 prospectus
(and the web address for the prospectus), the type of
security, the price, and by whom orders will be
executed; or
O if the written comm is accompanied (hyperlink OK
[134(f)]) or preceded by a 10 prospectus);
O allows solicitation of offers to buy from investors [Rule
134(d)], but:
O there must be a specified legend (except for Ds being
solicited), and
O the solicitation must be preceded or accompanied by a
10 prospectus, including a price range if reqd by rule
(active hyperlink OK [134(f)]

RULE 430: PRELIMINARY PROSPECTUS
WHO: all Is and UWs

FUNCTION: can use preliminary prospectus prior to effective
date
Preliminary prospectus: must contain all the same info reqd by
a 10(a) final prospectus, but can omit price and price-related
(i.e., UW discount) info
Note: EA reporting Is may use a R431 summary prospectus
during the waiting period, but few do



RULE 405: FWP DEFINITION
R405 defines a FWP expansively to include written comms that
offer for sale a security subj to a RS, even if the comms dont
qualify as a 10 statutory prospectus
written comms: written, printed, broadcast, graphic comms
and indirect coms through media (i.e., interviews given by corp
officers)

RULE 164: FREE-WRITING PROSPECTUSES
WHO: I or OP, inclg UW or D, may use FWP after filing RS

FUNCTION: a FWP meeting the reqs of Rule 433 is treated as a
10(b) prospectus for purposes of 5(b)(1) [164(a)]
Note: FWPs falling under 433 both are prospectuses and are
specifically deemed to be public [433(a)] 12(a)(2)
antifraud liability applies
Curing: Rule 164 provides cure provisions for immaterial or
unintentional failures to meet: O the filing reqs of Rule 433
[164(b)]; O the legend req of Rule 433 [164(c)]; and O the
record retention req of Rule 433 [164(c)]
Must act in G.F. and w/ reas care and must cure mistake by
filing FWP as soon as practicable after discovering failure to
file

CONDITIONS:
O R433 applies only after filing RS containing a prospectus
meeting reqs of 10 [433(b)(1)]
if IPO I prospectus must contain price range for offering
[433(b)(2)]]
O Prospectus delivery requirements on certain Is [433(b)]
WKSIs and seasoned issuers that qualify for Form S-3
no delivery req
Non-reporting and unseasoned issuers: offering
participants transmitting a FWP must ensure that a 10
prospectus precedes or accompanies the communication
[433(b)(2)(i)]
Delivery req removed if a 10 prospectus has already
been provided, as long as no material difference from
current 10 prospectus [433(b)(2)(i)]
A 10(b) prelim prosp may be used to satisfy delivery
req only in waiting pd.; once 10(a) prosp becomes
available in post-effective pd., OPs must transmit the
10(a) final prospectus with or preceding the FWP to
meet req [433(b)(2)(i)]
Delivery of most recent 10 prosp through active
hyperlink OK [Note to 433(b)(2)]
O FWP information restrictions
Cant contain info that conflicts w/: O info in the RS; O
the 10 prospectus (or any prospectus supplement part of
the R.S.); or O any info in the Is periodic and current
reports filed w/ SEC under 13 or 15(d) of E.A [433(c)(1)]
Must include a specified legend and e-mail for use by those
interested in obtaining the statutory prospectus/base
prospectus and other docs filed by I w/ SEC (optionally: Is
web site or other site where docs can be found) [433(c)(2)]
O Filing req w/ SEC: FWP must be filed no later than the date of
first use [433(d)]
Issuers face most comprehensive filing req: must file all I
FWPs [433(d)(1)(i)(A)], which is defined to include those
FWPs prepared by or on behalf of the I or used or referred
to by an I: [433(h)]
Is must file any I info contained in FWP prepared by or
on behalf of any other OP (i.e., UW) [433(d)(1)(i)(B)]
UNLESS: info was previously filed w/ the SEC
[433(d)(4)]
BUT: info that the other OP generates based on the
I-supplied info is not included w/in the scope of I
info (i.e., UW projections based on financial #s
provided by I)
I must file a FWP containing a description of the final
terms of the Is securities in the offering
[433(d)(1)(i)(C)]
I has until 2 days of the later of the date such final
terms have been estd for all classes and the date of
first use to file [433(d)(5)]
Offering participants (other than I) must file their FWPs
w/ SEC, but only if distributed in a manner reasonably
designed to lead to its broad unrestricted dissemination
[433(d)(1)(ii)]
Exceptions: Is and other OPs dont need to file a new FWP
when it does not contain substantive changes from a
previously filed FWP [433(d)(3)]
Special filing rules for electronic road shows
Is transmitting pre-recorded versions of an electronic
roadshow (considered graphic comm) may qualify for
FWP treatment under 433 even if didnt file w/ SEC
BUT: non-reporting Is registering common
equity/convertible equity must file roadshows that
qualify as written comms w/ SEC unless the I makes
a bona fide version available w/out restriction
[433(d)(8)]
O Retention requirement: If an I or other OP doesnt file the
FWP w/ SEC, the I/OP must retain all non-filed FWPs for 3y
following the initial bona fide offering of the secs [433(g)]

RULE 433(F): SPECIAL REGIME FOR MEDIA FWPS
Media sources that publish or distribute a FWP w/ offering info
provided by the I or any person participating in the offering are
potentially exempt through R433(f) from the prospective
delivery req for unseasoned/non-reporting Is
If 433(f) is complied with the I or OP is deemed to stisfy the
filing [R433(d)] and legend [R433(c)(2)] requirements
Conditions on I or OP: O the media source cant be
compensated by the I or OP [433(f)(1)(i)] and O the I or OP
files w/ SEC the media comm w/ the R433(c)(2) legend w/in 4
bus days of becoming aware of the publication/dissemination of
the media comm or files all the materials provided to the media
including transcripts of interviews [R433(f)(2)(ii)]
Only applies if info is provided/authorized/appvd by an
I/OP for use by a media source
media source: in bus. of pubg, radio/TV bcasting, or
otherwise disseminating written comm
Excused from filing if the substance of the communication was
already filed w/ the SEC [R433(f)(2)(i)]

3
POST-EFFECTIVE PERIOD

GENERAL
5(b)(1): still blocks all prospectuses that dont satisfy 10
Rules 430A P, 431 Summary P, 433 FWP, 10(a) Final P all
satisfy
2(a)(10)(a) removes TFW from the def. of a prospectus in
the P-E pd. as long as preceded/accompanied by a 10(a)
final statutory prospectus

5(b)(2): prohibits the transmission of securities for sale unless
preceded or accompanied by a 10(a) prospectus
10(a) Final Prospectus only

TRADITIONAL FREE-WRITING
FUNCTION: potentially includes all written or broadcast
offering materials which would otherwise be a prospectus not
complying with 10(a)
2(a)(10)(a) removes TFW from def. of a prospectus in the P.E.
pd as long as preceded/accompanied by a 10(a) final
prospectus.
No legend, filing, or record retention reqs for TFW under
2(a)(10)
WKSIs and seasoned Is dont have a prospectus delivery req
for FWPs under 433(b)(1) so that might be more attractive
for them

PROSPECTUS DELIVERY REQUIREMENT
5(b)(2): reqs a 10(a) final prosp precede or accompany the
transmission of securities for sale through an instrument of
interstate commerce
BUT, 2(a)(10) defines a written confirmation of sales a s a
prospectus, but it is not a 10(a) or 10(b) prospectus
sending confirmation alone would violate 5(b)(1)
To get around this, Is use the TFW exemption from
prospectus status and precede or accompany the written
confirmation w/ a 10(a) final statutory prospectus

Brokers: Bs participating in an offering for non-reporting Is
must send a copy of the preliminary prospectus at least 48hrs
prior to sending the sales confirmation [Rule 15c2-8(b)]
ratl: final prospectus does little good to an investor w/ the
confirmation of the sale

Is and OPs can use R164, 433, or the 2(a)(10)(a) (TFW)
exemption to distrib. selling docs









RULE 430A PROSPECTUS
Allows Is to go effective w/ a RS that contains a form of
statutory prospectus that omits price info
Meets req for 10 for 5(b)(1), but cant be used as a 10(a)
final prospectus for other purposes
Can only be used for all-cash offerings
Also applies to RSs that are immediately eff. upon filing w/
SEC pursuant to R462(e) & (f) (shelf reg.)
Must eventually file price info w/ SEC
< 15 bus days after eff. date of RS, no post-effective am
nec; can file prospectus w/ price info under 424(b)(1)
Item 512(i): price info deemed part of RS as of original
effective date
> 15 bus days, info must be filed as post-effective am to RS
Item 512(i): each post-effective amend that contains a
form of prospectus deemed to be new RS relating to
offered securities
I has 2 bus days after earlier of: O the date of determination of
offering price, or O date it first used after effectiveness to file
10(a) containing info previously omitted pursuant to 430A
[424(b)(1)]


PROSPECTUS DELIVERY EXEMPTIONS
4(1): exempts any trans not involving an I, UW, or D
ordinary 2dary mkt trans executed w/ assistance of a B OK,
even though Bs are Ds.

4(3): exempts securities Ds from 5
4(3) not available for Ds who continue to act as UW for
a pub offering or who are selling part of an unsold allotment
of securities in a pub offering
Blackout Period: Ds are exempt as long as their trans dont
take place during a blackout period that extends for x days
from the eff. date or the first date on which the securities
were bona fide offered to the pub, whichever is later
Rule 174 defines blackout length based on type of I:
0d: I already a pub reporting co. [174(b)]
25d: Is securities will be listed on a registered natl
sec ex or included in certain electronic interdealer
quotation systems [174(d)]
40d: I doing seasd off & doesnt meet 174(b)/(d)
90d: I engaged in IPO & doesnt meet 174(b)/(d)
Within these time periods, Ds including those not
participating in the offering face a prospectus delivery
req

4(4): exempts Bs participating in an unsolicited Bs trans
from the prospectus deliver req
Helps Bs still working with IBs that are acting as UWs






ACCESS EQUALS DELIVERY
Rule 172: exempts written confirmations of sales from 5(b)(1)
[172(a)] and from 5(b)(2) [172(b)]
effectively eliminates prospectus delivery req for O
transmission of written sales confirmation and notices of
allocation of secs [172(a)]; and O securities for sale [172(b)]
Conditions:
O RS must be effective and not subject to any proceeding or
examination under 8(d)/(e) [172(c)(1)]
O None of the Is, UWs, or participating Ds may be subject
to a proceeding under 8A (which provides for SEC cease-
and-desist proceedings) [172(c)(2)]
O The I must file a 10(a) statutory prospectus w/ the SEC
or make a g.f. & reasonable effort to file w/in the time pd.
specified in Rule 424
If time period exceeded, I must file the prospectus as
soon as practicable [172(c)(3)]
Doesnt apply to for Ds in trans reqg delivery pursuant
to 4(3) [172(c)(4)]
presumably for Ds not acting as UWs in offering

Rule 173(a): during the prosp. delivery time pd. (as defined by
4(3) and R-174), the UWs and Ds selling in trans repg a sale by
the I or UW must incl a notice that sale is pursuant to a RS if a
statutory prosp. wld have been delivered but for R172
If no UW/D involved in trans, I must supply the notice [173(b)]
Failure to comply doesnt impair ability to rely on R172 access =
delivery [173(c)] & doesnt cause 12(a)(1) liab under 5 [But,
SEC enforcement action possible]





























4
UPDATING IN POST-EFFECTIVE PERIOD
RS must be accurate only as of the effective date of the offering
Statutory prospectus must be accurate each time its delivered
Only when the I files the prospectus w/ the SEC (pursuant
to R-424(b)) is the info reincorporated into the RS
(resulting in a new effective date for the R.S.)

UPDATING THE STATUTORY PROSPECTUS
When must a statutory prospectus be updated?
O After 9 mo from the effective date of the R.S., the
statutory prospectus may not contain info more than 16 mo
old so far as such info is known to the user of such
prospectus or can be furnished by such user w/out
unreasonable effort or expense. [10(a)(3)]
duty implicated only if statutory prospectus sill in use
OThe prospectus must be accurate at all times since sales
occur during the prospectus delivery period
otherwise, exposed to 10b-5 or 12(a)(2) liability -> if
info changes materially, the I will at min. sticker the
corrected info onto the prospectus
A grossly misleading prospectus could (debated) violate delivery
req of 5, creating liab under 12(a)(1) [Manor Nurse]
Stickering: info added to prospectus w/out updating RS

UPDATING THE REGISTRATION STATEMENT
RS must be accurate as of its eff date b/c of 11 and 10b-5 liab
SEC may issue stop order under 8(d) if RS contains material
misrepresentations at time of eff date
2 major exceptions to gen rule tof no duty to update the RS
O Is using a Rule 415 shelf registration must include an
Item 512(a) undertaking pursuant to Reg S-K
see below for more info
O In certain circumstances, if I updates the prospectus, the
I also must also file that updated prospectus w/ SEC
Prospectus must be filed if has substantive change
from or addition to the info in previously filed
prospectuses [424(b)(3)]
substantive unclear, but > mere materiality
E.g., change in control/CEO, restatement of past
financials, events that wld req an 8-K
If non-subst, can sticker w/out new SEC filing
Huge consequences: info filed w/ SEC pursuant to
424(b) is deemed part of RS for 11 antifraud liability












ANALYSTS
Research reports: written comm that includes info,
opinions, or recs w/ respect to securities of an I or an analysis of
a security of an I [137(e), 138(d), 139(d)]
Dont forget: can try to fall under FWP!
FINRA quiet periods (see p. 438)

Rule 137: safe harbor for B-Ds not participating in the offering
Can take advantage of 4(3) exemption from 5 if: O the D
is not an UW; O the pub or distro of research didnt take
place during prospectus delivery req period defined in
4(3)/174; and O research report done in reg course of its
biz

Rule 138: provides limited safe harbor for E.A. reporting Is
only, exempting research reports of participating B-Ds from def
of offer for sale for purposes of 2(a)(10) and 5(c)
Can offer opinion on 1 group of conver/nonconvert even tho
I is offering to the other group
B-D must have previously pubd research on same type of
securities in regular course of biz [138(a)(3)]

Rule 139: directly protects B-D opinions from 5(b) and 5(c)
I-specific reports: only Is eligible for S-3 purusant to $75m
float or investment grade secs provisions are eligible
[139(a)(1)(i)]
must be part of reg course of its biz and not after lapse
Industry reports: all reporting Is eligible, but > research
limits: O report must incl similar info wrt a substantial #
of Is in the Is indus or sub-indus, or... a comprehensive list
of secs currently recd by the B or D [139(a)(2)(iii)];
O cant devote materially greater space or prominence to I
[139(a)(2)(iv)]; and O must pub reports in reg course of its
biz and at the time of pub incl similar info abt the I or its
secs in similar reports [139(a)(2)(v)]





















ISSUERS
Form S-1: available to all Is; most comprehensive of the
disclosure docs and contains all 3 categories of disclosure
(trans-related info, co. info, exhibits and undertakings)
S-1 Is that are E.A. reporting Is and current in filings for
past 12 mo (among other reqs) may incorporate co-related
info by reference from previous SEC filings

Form S-3: available to domestic Is that have, among other
situations, been a reporting co. for 1 yr, are current in their SEC
filings, and have over $75m of voting and non-voting common
equity in hands of non-affiliates
$75m float req waived if selling <33% of its equity in
primary offering
cant apply this S-3 eligibility to other SEC rules/regs!
S-3 Is that meet above reqs can also incorporate subsequent
SEC filings after RS is declared effective

Non-Reporting Issuer: I that is not reqd to file reports
pursuant to 13 or 15(d) of the E.A. and is not filing such
reports voluntarily

Unseasoned Issuer: I that is red to file reports pursuant to 13
or 15(d) of the E.A., but it does not satisfy the reqs of Form S-
3 for a primary offering of its securities

Seasoned Issuer: I that is eligible to use Form S-3 to register
primary offerings of securities
primary offerings: securities to be sold by I or on its behalf,
on behalf of its sub, or on behalf of a person of which it is
the sub

WKSI: defined in Rule 405, principal reqs are:
eligible to register a primary offering of its secs on S-3
I, as of date w/in 60 days of the det date, has either:
min $700m common equity worldwide mkt value held
by non affiliates; or
issued $1b aggregate principal amnt of non-convertible
securities in registered offerings during the past 3 years
if eligible for S-3 b/c of $75m float, can also issue
common equity as a WKSI
Disqualified if: O not current in E.A. filings or late in in
preceding 12 mo.; O an ineligible I or asset-backed-I (in
past 3 years were blank check/shell co., issued a registered
penny stock, filed a BK petition, violated anti-fraud
provisions of fed securities laws; or O an investment co. or
biz devt co.
determination date: date the Is most recent shelf RS was
filed, or its most recent 10(a)(3) amendment to a shelf RS,
whichever is later
if no shelf RS, then date of filing of most recent annual report
on Form 10-K





5
SHELF REGISTRATION
6(a): a R.S. shall be deemed effective only as to the securities
specified therein as proposed to be offered
6(a) prohibits Is from registering securities not intended to
be offered immediately or in the near future, but precise
time limit on sale is not clear [Shawnee Chiles Syndicate]
2(a)(3): the issue or transfer of a right/privilege to convert
into another security shall not be deemed to be an offer or sale
of such other security; but once exercised, it shall be deemed a
sale of such other security
Under shelf registration, Is and other OPs can sell registered
securities for an extended period of time after the initial
effective date w/out running foul of the time limitation of 6(a)

Rule 415: offerings meeting reqs may be offered on a
continuous or delayed basis in the future. There are 5 basic reqs:
O Only certain types of offerings may qualify
Securities which are to be offered or sold solely by or on
behalf of a person(s) other than the R, a sub of the R or a
person of which the R is a sub [415(a)(1)(i)]
Securities which are to be issued upon conversion of other
outstanding securities [(415(a)(1)(iv)]
Securities the offering of which will be commenced
promptly, will be made on a continuous basis and may
continue for a period in excess of 30 days from the date of
initial effectiveness [415(a)(1)(ix)]
Securities registered (or qualified to be registered) on Form
S-3 which are to be offered and sold on an immediate,
continuous, or delayed basis by or on behalf of the R, a sub
of the R, or a person of which the R is a sub [415(a)(1)(x)]

O For non-S-3 Is:
2-year time limit for: (i) shelf reg offerings falling under
415(a)(1)(viii) (biz combos) and (ii) 415(a)(1)(ix)
(continuous offgs to be commenced promptly) [415(a)(2)]
Wiggle room: securities for such offerings must be
reasonably expected to be offered and sold w/in 2
years from the effective date of the RS
Excludes: secs sold by S-3 Is under 415(a)(1)(ix) or (x) &
offgs on behalf of persons other than the R (e.g., large
pre-existing SH of the R) or issued upon conversion

O Prospectus and R.S. updating requirements
The I must furnish the undertakings reqd by Item 512(a)
of Reg S-K for all shelf registration offering
Item 512(a)(1)(i): the I shall file any prospectus reqd
under 10(a)(3) as a post-effective amendment -> if an I
updates a prospectus used more than 9 mo after the
effective date of the R.S. w/ more current info under
10(a)(3), then Item 512(a) reqs the I to file the
prospectus as an amendment to the R.S.
Item 512(a)(1)(ii): reqs an I to reflect in the prospectus
any fundamental changes in the R.S. and file the new
prospectus w/ the fundamental changes as an
amendment to the R.S.

Item 512(a)(1)(iii): reqs that Is file a post-effective
amendment containing any material
Form S-3 Is are excused if info is contained in any
E.A. filing that is incorporated by reference in the
R.S. or the info is included in a filed prospectus
supplement under Rule 424(b)
Regardless of method used, I will still face 11
liability b/c any information included in a base
prospectus or in an E.A. periodic report
incorporated into a prospectus is included in the
R.S. [S.A. Release No. 8591]

O At the market equity offerings
Whether by or on behalf of I, I may only only make use of
415(a)(1)(x) to qualify for a shelf registration [415(a)(4)]
At the mkt equity offering: an offering of equity securities
into an existing trading mkt for outstanding shares of same
class at other than a fixed price [415(a)(4)]

O 3 year limit to shelf offerings [415(a)(5)]
Only if registered under: 415(a)(1)(vii), 415(a)(1)(ix) (if
registered on Form S-3), 415(a)(1)(x)
SEC eased burden of re-registering every 3 years
I must file a new RS for those offerings, but securities
registered under a prior shelf RS may continue to be
sold until the earlier of the effective date of the new RS
or 180 days after the 3rd anniversary of the initial
effective date of the prior RS. [415(a)(5)(ii)(A)
In the case of a continuous offering of securities, the I
may continue selling the securities until the effective
date of the new R.S. [415(a)(5)(ii)(B)]
Is may include in a new RS any unsold secs covered in
an earlier shelf RS falling under 415(a)(5) [415(a)(6)]
415(a)(6) also allows I to roll over previously paid
and unused filing fees w/ regard to the unsold
securities to offset filing fees for new RS

AUTOMATIC SHELF REGISTRATION
WKSIs can file an auto shelf registration for most types of
offerings filed on S-3 (dubbed universal shelf RS) [Rule 405]
An ASRS, as well as any post-effective amendment, is effective
upon filing w/ SEC, even w/out opp for SEC review [Rule 462]
WKSIs can register an unspecified amount of securities, only
indicating the name or class of the securities [430B(a)]
WKSIs using ASRS can also add addl classes of securities to
the offering w/out filing a new RS -- addl classes may be
added through a post-effective amendment [413(b)]
3 yr limit from initial eff. date for an ASRS [415(a)(5)]
Just needs to simply file a new RS that becomes effective
immediately under R 462(e)







THE BASE PROSPECTUS
In practice, Is will often file only a minimal base prospectus
w/ the initial RS in a shelf offering
Base prospectus omits info related to the pub offering price and
the UWs, among other info; the I will then include any omitted
info as part of a prospectus supplement
I must file such a prospectus supp w/ SEC no later than 2
biz day following the earlier of the date of determination of
the offering price or the date its first used after effectiveness
in connection w/ a pub offering or sales [424(b)(2)]
The prospectus filed under 424(b)(2) may disclose pub
offering price, description of securities, specific method
of distribution, or similar matters
Is have considerable latitude to omit info from the base
prospectus due 430B; the following info can be omitted:
Shelf-offerings pursuant to 415(a)(1)(vii) (mortgage-related
securities or 415(a)(1)(x) may omit information that is
unknown or not reasonably available to the I pursuant to
Rule 409 [430B(a)]
e.g., pub offering price and other price-related info, such
as UWing discount
Shelf-offerings under an ASRS and pursuant to 415(a)(1)
(but not 415(a)(1)(vii) or (viii)) may omit whether the
offering is a primary offering or an offering on behalf of
persons other than the I or a combination thereof, the plan
of distribution for the securities, a description of the
securities registered other than an identification of the
name or class of such securities, and the identification of
other Is. [430B(a)]
WKSI can omit info on plan of distribution and
whether offering is primary or secondary even if knows
info or info is reasonably available
Shelf offerings pursuant to 415(a)(1)(i) conducted by an
S-3 I may omit the info specified in 430B(a) as well as the
identities of selling security holders and amounts of
securities to be registered on their behalf.
Exclusion only applies for O an ASRS, or O situations
where (i) the initial offering trans of the securities . . .
the resale of which are being registered on behalf of
each of the selling security holders, was completed;
(ii) the securities . . . were issued and outstanding prior
tot he original date of filing the RS covering the resale of
the securities; (iii) the RS refers to any unnamed selling
security holders in a generic manner by identifying the
initial offering trans in which the securities were sold
Under 430B, a base prospectus omitting info pursuant to
the Rule wld meet reqs of 10 for purposes of 5(b)(1) of SA
Doesnt (just like 430A) allow omission of such info to
satisfy 10(a) for the purposes of 5(b)(2) or for the free
writing exception contained in 2(a)(10)(a)
How does the omitted info finally get into the prospectus?
430B gives 3 options: thru prospectus supp, E.A. report
(incorpd by reference), or a post-eff am [430B(d)]
Any added material is deemed part of the RS [Item 512(A)(5),
Rule 430B(e), (f)] -> creates a new eff date of the RS for 11
liability for I and UWs (Ds, Os, and experts have unchanged
effective date for their portions of the RS)