Training Guide

Form S-3 Registration Statements and Eligible Filers


Training Guide

Form S-3 Registration Statements and Eligible Filers

Securities Offerings
Remote or in person

What’s Covered

  • Shelf registrations and shelf takedowns
  • “Incorporation by reference”
  • Well-known seasoned issuers (WKSIs)
  • Eligibility requirements for WKSIs, seasoned issuers, and nonseasoned issuers

Before the Session

Prepare the Attendees

Send the attendees an invitation for the session. Include this link, which has the videos and exercise they’ll need to prepare.

Prepare Yourself

Watch the videos and read the exercise so you’re familiar with the Hotshot material.

  • still frame from Form S-3 and Incorporation by Reference


    Form S-3 and Eligible Filers

    The short-form registration statement on Form S-3 provide many benefits to qualifying issuers. This course discusses Form S-3 and the categories of issuers that can use them, including WKSIs and seasoned and non-seasoned issuers.

During the Session

Part 1: Knowledge Check
Ask attendees these questions to ensure they understand the topic:
  • Why is it easier to draft a Form S-3 registration statement than a Form S-1?
  • What is a shelf registration statement? A shelf takedown?
  • What are the eligibility requirements for issuers to file on Form S-3?
  • What are the requirements and benefits of being a WKSI?
  • What’s the difference between a seasoned issuer and a WKSI?
  • What restrictions apply to non-seasoned issuers using Form S-3? 
Part 2: Group Exercise
Lead a group discussion based on the exercise. To encourage collaboration, divide the attendees into groups to discuss the exercise, then have a representative from each group summarize their views to the larger group. Call on people to share their thoughts and ask others to respond.
Tip for remote sessions: use your web conferencing system’s breakout room feature to divide people into groups.
Part 3: War Stories and Firm Specifics
Share your own experiences and guidance, including:
  • Anecdotes and war stories (e.g., about a near-disaster or a tough negotiation)
  • General practice tips (dos and don’ts)
  • Firm-specific guidance and practices

After the Session

To continue their learning, attendees can check out related courses in Hotshot’s Securities Offerings topic.

About Hotshot

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