Shelf Registration

Question 1

Rule 424(b)(5)

Answer 1

prospectus supplement

Question 2

Rule 415(a)(1)(x)

Answer 2

Securities may be registered for an offering to be made ona continuous or delayed basis in the future, provided, that: the registration statement pertains only to 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 registran

Question 3

Rule 405 def of WKSI

Answer 3

inclues majority-owned sub of a parent that is a WKSI as long as the parent has provided a full and unconditional guarantee of the payment obligations on the sub’s securities and securities are non-convertible securities other than common equity

Question 4

Rule 405 def of WKSI

Answer 4

inclues majority-owned sub of a parent that is a WKSI as long as the parent has provided a full and unconditional guarantee of the payment obligations on the sub’s securities and securities are non-convertible securities other than common equity

Question 5

Rule 415(a)(5)

Answer 5

Three year re-registration for 415(a)(1)(x)

Question 6

Rule 415(a)(6)

Answer 6

carry forward of unsold securities and filing fees to new RS

Question 7

Rule 415(a)(3)

Answer 7

Item 512(a) undertaking requiring

Question 8

Rule 415(a)(5), (6)

Answer 8

If automatic shelf – must re-register every 3 years and then automatic effectively under Rule 462(e). 415(a)(6) allows rolling over unsold securities usnold by earlier RS and rollover filing fees

Question 9

Rule 462(e)

Answer 9

An automatic shelf registration statement, including an automatic shelf registration statement filed under 415(a)(6), including a post-effective amendment to include a new class of securities, is effective immediately

Question 10

Rule 413(b)

Answer 10

WKSIs can add new class of secs through post-effective amendment

Question 11

Item 512(a)(1)(ii)

Answer 11

must file post-effective amendment to RS To reflect in the prospectus any facts or events arising
after the effective date … which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;

Question 12

Item 512(a)(1)(iii)

Answer 12

must file post-effective amendment to RS To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement … ; omitted things from 430B that was unknown or known but omitted by the WKSI (can also do through posteffective amendment)

Question 13

Item 512(a)(1)(i)

Answer 13

to include any prospectus required by §10(a)(3)– if used more than 9 mos after effective date must be accurate within 16 mos prior to such use

Question 14

Rule 424(b)(2)

Answer 14

A form of prospectus that is used in connection
with a primary offering of securities pursuant to
Rule 415(a)(1)(x) … [and] discloses information
previously omitted from the prospectus filed as part
of an effective registration statement in reliance on
Rule 430B … shall be filed with the Commission no
later than the second business day following the
earlier of the date of the determination of the
offering price or the date it is first used after
effectiveness in connection with a public offering or
sales

Question 15

Rule 430B(c)

Answer 15

a 430B prospectus meets the reqs of §10 prospectus for §5(b)(1) but NOT a §10(a) prospectus for TFW or WCS. So it’s ok to use as an offer, not ok to use to sell w WCS. To sell must update the prospectus and must meet updating requs of 415(a)(3)

Question 16

Rule 430B(a)

Answer 16

the info that can be omitted from prospectus

Question 17

430B(d)

Answer 17

updating methods: post-effective amendment, 424(b) prospectus supplement; incorporation by reference

Question 18

430B(e-f)

Answer 18

effective date of inclusion of the RS -Post-effective amendment – resets the effective date of the RS and all info must be accurate as of this date
-424(b) prospectus supplement—each part has a new effective date.