Shelf Registration

What is "shelf" registration?

Shelf registration is the registration of securities that are not to be presently offered for sale. That is, the securities are being registered so they can be placed "on the shelf" until the time comes for issuance. Shares can be registered for the shelf for a primary distribution only if there is a reasonable expectation that the securities will be sold within two years. More liberal rules apply to shelf registration for employee benefit plans.

If an issuer registers securities for the shelf in connection with a primary distribution on the market, it is subject to two additional requirements. First, an underwriter must be used and identified in the offering materials. Second, if the shares registered for the shelf are voting stock, they must not exceed ten percent of the outstanding shares in that class of securities.

After a shelf registration becomes effective, the registrant must periodically update the registration by filing post-effective amendments or supplements. Amendments are required when information in the prospectus becomes older than sixteen months, when there is a fundamental change in the information set forth in the offering statement, and when there is any material change in the information relating to the plan of distribution. Post-effective amendments are required only during any period of time in which offers or sales are made. Thus, while an offering remains on stand-by status, amendments need not be filed.