A more thorough explanation:

Definition: Form S-3 is a registration statement required by the Securities and Exchange Commission (SEC) for reporting company issuers to file in order to issue shelf offerings.

Overview: Under Section 5 of the Securities Act, an issuer must file a registration statement to offer securities to the public. Rule 415 of the Securities Act, however, allows for securities to be registered for an offering to be made on a continuous or delayed basis in the future, which enables shelf offerings. Issuers file shelf offerings with Form S-3.

Form S-3 requires less disclosure than many other registration statements, but issuers must satisfy rigorous requirements to qualify to file a Form S-3. The issuer must have timely filed all its periodic reports, met all debt and dividend obligations in the prior 12 months, and have a public float greater than $75 million.

Content of Form S-3: Form S-3 must contain all material information on the company, otherwise the issuer may be liable for securities fraud. A Form S-3 may incorporate by reference, making it generally less extensive than many other types of registration statements. The primary SEC regulations governing what Form S-3 must contain are Regulation S-K and Regulation S-X. Regulation S-X governs the form and contents of financial statements in the registration statement, and Regulation S-K governs all other content.

The Form S-3 consists of two parts:

• Part I: The prospectus, excluding the cover page. It contains the core disclosures of Form S-1, giving an account of the issuer’s business operations and disclosing the issuer’s financials. The summary, risk factors section, management’s discussion and analysis (MD&A), and selected financial data are some of the most important disclosures in part I.
• Part II: Contains supplemental information that the SEC does not require the issuer to disclose. This could include expenses the issuer incurred to conduct the offering, recent private placements of securities, and additional financial information.

Example: Company XYZ wants to issue securities to the public. They file a Form S-3 with the SEC to enable shelf offerings. The Form S-3 contains all material information on Company XYZ, including their financials and business operations. The SEC reviews the Form S-3 to ensure it meets all requirements and does not contain any fraudulent information. Once approved, Company XYZ can issue securities on a continuous or delayed basis in the future.