What Are SEC MEF Filings?
An SEC MEF filing concerns the registration of up to an additional 20% of securities for an offering under the 1933 Securities Act Rule 462(b). The filing is done by an issuer who is increasing the size of their offering.
- SEC MEF Filings are submitted to the SEC to increase the offering size of a registered securities issue.
- Typically, these forms allow an issuer to register up to an additional 20% of new securities.
- MEF forms can be adapted from several SEC filings depending on the type of issuer under SEC Rule 462(b).
Understanding SEC MEF Filings
SEC Rule 462(b) states that a registration statement and any post-effective amendments for up to an additional 20% of securities will become effective upon filing with the Securities and Exchange Commission (SEC) if the registration is for the same class of securities already approved for registration by the SEC.
The term SEC filling generally refers to formal documents submitted to the SEC. Broker-dealers, public companies, and some insiders must make SEC filings regularly. These filings provide important information about companies to investors and finance professionals. The Electronic Data Gathering, Analysis and Retrieval (EDGAR) database makes many SEC filings available to the public online.
To ensure that the filing fees are calculated correctly, including any fees previously paid, an issuer must be sure to include the total Proposed Maximum Aggregate Offering Price (PMAOP) from the prior registration statement in addition to the new PMAOP on Form MEF
Types of SEC MEF Filings
SEC MEF filings may apply to the 1933 Act registration forms described as follows. The primary difference for an increased registration form would be the type of issuer (e.g. foreign or domestic) and type of securities in the offering:
- Form S-1 is a basic form used when other forms are neither authorized nor required. It is not used to register securities of foreign governments or their political subdivisions.
- Form S-2 is used by companies required to report under the Securities Exchange Act of 1934 for at least three years.
- Form S-3 is for companies required to report for at least 12 months that have adhered to the timely filing requirements of Form S-2.
- Form S-11 is used to register securities of real estate investment trusts (REITs) and some other real estate companies.
- Form SB-1 can be used by some small business issuers to register offerings of no more than $10 million of securities.
- Form 10SB12B can be used by some small business issuers to register offerings that will be sold for cash.
- Form F-1 is used by eligible foreign private issuers.
- Form F-2 is used by eligible foreign private issuers with an equity float of a minimum of $75 million worldwide reported under the 1934 Act for at least three years, or to register non-convertible, investment-grade securities.
- Form F-3 can be used by eligible foreign private issuers that have reported for at least 12 months under the 1934 Act, and have a worldwide public market float of more than $750 million.