Question: For shelf registration of preferred stock to be issued in series, may a prospectus supplement be filed under Rule 424 to set forth more specifically the terms of the preferred stock not inconsistent with the more general terms contained in the core prospectus?

Answer: Yes. In addition, if the registration statement is on Form S-3, the instrument defining the specific terms of the preferred stock may be filed as an exhibit to a Form 8-K. [Jan. 26, 2009]

Question: Under Rule 430B, may a primary shelf-eligible issuer that is not a WKSI file a resale registration statement for a dollar amount of common stock and make a general statement that the registration statement covers common stock previously sold by the company in unregistered transactions?

Answer: No. This issuer may not register the resale of unspecified common shares and then, after the effectiveness of the registration statement, specify the common shares registered. The initial offering transaction of the securities, the resale of which are being registered on behalf of the selling securityholders, must be completed, and the resale registration statement must identify the initial transaction. Because the resale registration statement must register specific securities, the issuer can include the amount of securities in the registration statement fee table pursuant to Rule 457(a). [Mar. 4, 2011]

Question: If an issuer files a non-automatic shelf registration statement and is entitled to rely on Rule 430B(b) to omit from the prospectus “the identities of selling security holders and amounts of securities to be registered on their behalf” until after effectiveness of the registration statement, may the issuer also omit from the prospectus, until after effectiveness, the aggregate number of shares being registered for resale?

Answer: No. The prospectus for the non-automatic shelf registration statement must disclose the aggregate number of shares being registered for resale before effectiveness, even if the issuer is entitled to rely on Rule 430B(b) to omit information required by Item 507 of Regulation S-K regarding specific selling security holders until after effectiveness. [May 16, 2013]