Complete Question:
SEC Form S-3 is an optional, short-form registration statement that relies on the incorporation by reference of periodic reports required by the Securities Exchange Act of 1934. Form S-3 offers substantial savings in filing costs over other forms because minimal disclosures are required in the prospectus. The SEC permits the use of Form S-3 by an issuer that
Group of answer choices.
A. Does not qualify for Form S-1.
B. Is a seasoned issuer or a well-known seasoned issuer.
C. Does not have stock held by nonaffiliates.
D. Has not had to file Form 8-K during the most recent 2-year period.
Answer:
B. Is a seasoned issuer or a well-known seasoned issuer.
Explanation:
SEC Form S-3 is an optional, short-form registration statement that relies on the incorporation by reference of periodic reports required by the Securities Exchange Act of 1934. Form S-3 offers substantial savings in filing costs over other forms because minimal disclosures are required in the prospectus. The SEC permits the use of Form S-3 by an issuer that is a seasoned issuer or a well-known seasoned issuer.
There are four (4) types of recognized issuers under the Securities and Exchange Commission (SEC) integrated disclosure system, namely;
1. A seasoned issuer: this is an issuer who has a minimum market capitalization of $75,000,000 and has filed for a year at least. They're permitted to use the Form S-3 to report any less details or provide information by reference to other sources.
2. A well-known seasoned issuer: this is an issuer who has a minimum worldwide market capitalization of $700,000,000 and has also filed for a year at least. They're also permitted by the SEC to use the Form S-3.
3. A non-reporting issuer: this is an issuer who is permitted to use the Form S-1 because they're not required to file report under the Securities Exchange Act of 1934.
4. An unseasoned issuer: they are also required by the Securities Exchange Act of 1934 to use the Form S-1.
