Today Samson filed a universal, or “shelf”, registration statement with the U.S. Securities and Exchange Commission (the “SEC”). The idea behind such a registration, which is typically filed with the SEC on Form S-3 every three years, is to put Samson in a position to sell securities in the U.S. A shelf registration does not mean that the company has any present intention to sell any or all of the securities being registered. It is more like a contingency plan that describes the maximum number and the greatest variety of securities that Samson might want to sell anywhere in the world over a three year period ,the SEC takes the position that Samson must register all of its offerings in the U.S., even if the shares are all sold overseas. Samson already has one shelf registration statement on file with the SEC which is due to expire soon; the current filing is meant to replace it for the next three years. Without a shelf registration statement on file we would have to go through a slow and unwieldy registration process every time we want to sell shares in the U.S. or elsewhere.. Because the SEC staff has the right to review any registration statement, and it does not guarantee any limit on the time it will take to complete that review, the ability for Samson to sell previously registered securities “off the shelf” is invaluable. The new shelf registration statement is subject to review by the SEC but once it becomes effective, subsequent issuances off the shelf are not reviewed. The new shelf allows Samson to offer and sell, from time to time, up to $200 million of equity, debt or other types of securities described in the shelf registration statement, or any combination thereof, in one or more future public offerings. If and when Samson offers any securities under the new registration statement, Samson will prepare and make available a prospectus supplement that includes the specific terms of the securities being offered, the use of proceeds and other terms of the offering. Of course, to sell ordinary shares or other securities in Australia or another jurisdiction, Samson still has to comply with the laws of that jurisdiction, as well as with the rules of the ASX and the NYSE Amex (now renamed the NYSE MKT—see http://online.wsj.com/article/BT-CO- 20120510-723133.html). Thank you for taking the time to read our blog topic this week; our hope is to continue to inform our investors/interested investors about recent and concerning topics relevant to our company and our industry. Have a topic you would like to suggest for our blog? Please write us at [email protected], and we will consider covering it in a future Terry’s Topics.
SSN Price at posting:
5.2¢ Sentiment: None Disclosure: Held