Public Offers By Seasoned And Well Known Seasoned Issuers Outline

Public Offers by Seasoned and Well-Known Seasoned Issuers

1. Integrated Disclosure for the Seasoned Company

   1. The overall objective of the integrated program is to eliminate overlapping and unnecessary disclosure and dissemination requirements without compromising the information needs of investors.

   2. Basic Information Package (Company Specific Information)

      • (1) Audited financial statements consisting of balance sheets for the two most recent fiscal years as well as an income statement and statement of changes in financial position for each of the three most recent fiscal years.

      • (2) Selected financial information for the last five years, highlighting trends in such important items such as sales, income/loss, total assets, long-term obligations, and dividends paid per common share

      • (3) Management's Discussion and Analysis of the issuer's financial condition and operations, with emphasis on any apparent trends in its business

      • (4) Information about the trading market for the issuer's stock

   3. The Basic Information Package appears is (1) the issuer's annual report to its stockholders, which accompanies each proxy statement; (2) its Form 10-K; and (3) all registration statements under the '33 Act.

      • The Form 10-K includes a detailed description of of the issuer's business, properties, and legal proceedings as well as certain information about officers and directors.

   4. In contrast to company specific information, transaction specific information is disclosed in connection with that transaction.

   5. Two main features of the integrated disclosure system:

      • (1) The SEC adopted uniform disclosure requirements for documents filed under the '33 Act and the '34 Act

        • The requirements for all financial items appear in Regulation S-X

        • The requirements for all non-financial items appears in Regulation S-K

      • (2) Large publicly traded companies can satisfy the '33 Act registration statement requirements for company specific information by incorporating by reference such information from current '34 Act filings.

        • To be eligible, to take advantage of the integrated disclosure system:

          • (1) Be eligible to use Form S-3 OR

            • Registrant Requirements:

              • (1) The registrant is organized under the laws of the United States, or any state or territory or the District of Columbia, and has its principle place of business operations in the United States or its territories;

              • (2) The registrant has a class of securities registered; and

              • (3) The registrant has been a filing company for 12 months and has filed all the required filings on time.

            • Transaction Requirements (if an issuer meets the registrant requirements, it also has to meet at least one of the transaction requirements) See Stat. Supp. Form S-3 I.B.1-I.B.6 pp. 211-13)

              • For primary offerings: The aggregate market value of of the voting and non-voting common equity held by non-affiliates is $75 million or more. (I.B.1)

              • OR

              • Even if the issuer has a common stock float below $75 million, it can nonetheless use Form S-3 if (1) the offering is for cash, (2) the offering amount during any 12-month period does not exceed one-third of the market value of the common stock held by non-affiliates (the public float), and (3) the issuer has one class of common stock listed on a national exchange. (I.B.6)

              • OR

              • "Investment Grade" debt, non-convertible preferred stock, or asset-backed securities

              • Such securities are "investment grade" if rated as such by a recognized rating service. If they are so rated, the float and trading volume requirements do not apply.

          • (2) Have filed at least on annual report, be current with the '34 Act filings, and make the incorporated information readily available on a web site maintained by and for the issuer.

      • HOWEVER, transaction specific information will not have been publicly disseminated and thus will need to be included in the registration statement

   6. Two main forms for domestic issuers registering Securities under the '33 Act:

      • Form S-1

        • Unseasoned issuers (reporting issuers that fail to meet the eligibility requirements of Form S-3)

        • Non-reporting issuers (Issuers who are not required to file Exchange Act reports)

      • Form S-3

        • Well-known seasoned issuers (WKSIs)

        • Seasoned issuers (those that are not WKSIs but can avail themselves of Form S-3, namely those with 12 months of timely Exchange Act reports).

        • Eligibility Requirements:

          • Registrant Requirements:

            • (1) The registrant is organized under the laws of the United States, or any state or territory or the District of Columbia, and has its principle place of business operations in the United States or its territories;

            • (2) The registrant has a class of securities registered; and

            • (3) The registrant has been a filing company for 12 months and has filed all the required filings on time.

          • Transaction Requirements (if an issuer meets the registrant requirements, it also has to meet at least one of the transaction requirements) See Stat. Supp. Form S-3 I.B.1-I.B.6 pp. 211-13)

            • For primary offerings: The aggregate market value of of the voting and non-voting common equity held by non-affiliates is $75 million or more. (I.B.1)

            • OR

            • Even if the issuer has a common stock float below $75 million, it can nonetheless use Form S-3 if (1) the offering is for cash, (2) the offering amount during any 12-month period does not exceed one-third of the market value of the common stock held by non-affiliates (the public float), and (3) the issuer has one class of common stock listed on a national exchange. (I.B.6)

            • OR

            • "Investment Grade" debt, non-convertible preferred stock, or asset-backed securities

            • Such securities are "investment grade" if rated as such by a recognized rating service. If they are so rated, the float and trading volume requirements do not apply.

   7. Well-known seasoned issuers

      • Any issuer with a common stock market capitalization (excluding shares held by affiliates) of $700 million or, in the case of a debt or non-convertible preferred stock offering, issuers that in the prior three years...

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