Client Alert
Certain Shelf Registration Statements Are Scheduled to Expire Beginning December 1, 2008
October 07, 2008
Teri O'Brien
As part of the Securities Offering Reforms adopted by the Securities and Exchange Commission (SEC) on June 29, 2005, the SEC amended Rule 415the rule governing the use of shelf registration statementsto provide that certain shelf registration statements filed under the Securities Act of 1933, as amended (the Securities Act), automatically expire after three years. With respect to affected shelf registration statements first made effective on or before December 1, 2005, the three-year period is deemed to have began on December 1, 2005 (regardless of how long such registration statements had been effective prior to such date). With respect to affected shelf registration statements first made effective after December 1, 2005, the three-year period is measured from the effective date of the registration statement. Post-effective amendments to extend expiring shelf registration statements are not authorized; issuers must instead file new replacement registration statements prior to the applicable expiration dates. Accordingly, beginning as early as December 1, 2008, certain issuers will need to file replacement registration statements to continue their ability to effect shelf take downs in the future.