SECURITIES OFFERING REFORM

SECURITIES OFFERING REFORM

The SEC, effective December 1, 2005, adopted rules that will modify the registration, communications, and offering processes under the Securities Act of 1933.

Some major points of the release are highlighted below:

Well-Known Seasoned Issuers (WKSI):

Larger, more mature public issuers eligible for WKSI status will have the option of registering their securities offerings under a more streamlined registration process known as automatic shelf registration. Under this process, WKSIs can register offerings of different types of securities using new Form S-3ASR or Form F-3ASR registration statements that are effective upon filing.

Pay-As-You-Go Registration Fees:

WKSIs using automatic shelf registration statements will be permitted to pay filing fees in advance or at the time of a securities offering ("pay-as-you-go"). Under the new rules, issuers electing the "pay-as-you-go" option will not have to pay any filing fee at the time of filing the initial registration statement. The triggering event for a required fee payment is a takedown off a shelf registration statement. For each takedown, the issuer can file a prospectus supplement that includes a calculation of registration fee table or can file a post-effective amendment on new Form POSASR including the same information. The issuer must pay the appropriate fee within the time required to file the prospectus supplement pursuant to Rule 424.

424 Amendments:

A new paragraph (b)(8) is being added to Rule 424 for forms of final prospectuses not filed within the required timeframe under Rule 424.

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