| 1 |
If I removed a delaying amendment or filed a new registration statement without a delaying amendment while the Division’s operating status was closed, do I need to add a delaying amendment now that the Division’s operating status has changed? |
No. If a company amended the registration statement to remove the delaying amendment and include the language provided by Rule 473(b) or filed a new registration statement without a delaying amendment, then the registration statement will become effective after 20 days have passed by operation of law pursuant to Section 8(a) of the Securities Act and Rule 459 thereunder. The liability and antifraud provisions of the federal securities laws apply to all registration statements, including those that go effective by operation of law pursuant to Section 8(a) of the Securities Act. The company and its representatives should ensure that the registration statement does not contain any material misstatements or omissions of material information required to be stated therein or necessary to make the statements therein not misleading. |
| 2 |
If I removed a delaying amendment or filed a new registration statement without a delaying amendment while the Division’s operating status was closed and I omitted information specified in Rule 430A from the prospectus filed as part of a registration statement, can I still go effective by operation of law pursuant to Section 8(a) of the Securities Act now that the Division’s operating status has changed? |
The staff will not recommend enforcement action to the Commission if a company omitted the information specified in Rule 430A from the form of prospectus filed as part of a registration statement during the shutdown and such registration statement goes effective after the shutdown by operation of law pursuant to Section 8(a) of the Securities Act and Rule 459 thereunder. |
| 3 |
If I removed a delaying amendment from a registration statement or filed a new registration statement without a delaying amendment and the Division’s status changes to operational before the end of the 20-day period, may I request effectiveness of that registration statement on a date prior to the end of that period? |
The staff will consider requests to accelerate the effective date of such registration statements if they are amended to include a delaying amendment prior to the end of the 20-day period and acceleration pursuant to Rule 461 is appropriate. |
| 4 |
If I filed a post-effective amendment while the Division’s operating status was closed, do I have to request the staff to take it effective now that the Division’s status has changed? |
No. The staff will declare those registration statements effective unless we hear from the company indicating that it does not want the post-effective amendment to be declared effective until a later time. Please reach out to your assigned industry office as soon as possible if you wish to delay the effective date of your post-effective amendment. |
| 5 |
If I filed a preliminary proxy statement (PRE14A or PREM14A) or a preliminary information statement (PRE14C or PREM14C) while the Division’s status was closed, can I file the definitive proxy statement or information statement if the 10-calendar-day period has expired or will expire after the operating status has changed? |
Yes. However, if prior to the shutdown the staff indicated that it would review your filing, staff will continue the review. |
| 6 |
If I filed a Form 10 to register a class of securities under Section 12(g) of the Exchange Act shortly before or while the Division’s operating status was closed, will it go automatically effective after 60 calendar days? |
Yes. Once your Form 10 goes automatically effective, you will be required to begin current and periodic reporting under the Exchange Act. The staff may review subsequent periodic reports filed under the Exchange Act. |
| 7 |
If, prior to the shutdown the staff communicated that it was not reviewing my pending registration statement, can I now request acceleration of the effectiveness date? |
Yes, please submit your acceleration request when ready. |
| 8 |
If my filing was under review before the Division’s operating status changed to closed, what will happen to it now that the Division’s operating status has changed? |
Division staff will continue to review those filings in the order in which they were received. |
| 9 |
Will the staff review my filing that included a delaying amendment if I filed when the Division’s operating status was closed? |
Division staff will process filings made while the Division’s operating status was closed in the order in which they were received. Similarly, Division staff will review draft submissions made while the Division’s operating status was closed in the order in which they were received. |