Question: After filing a Form S-3ASR that relied on the pay-as-you-go provisions in Securities Act Rule 456(b), an issuer filed a Securities Act Rule 424 prospectus supplement to reflect a completed takedown. The fee table included in the prospectus supplement failed to include a number of shares (or aggregate offering amount) that were later sold pursuant to the underwriters’ overallotment option and the issuer did not pay a fee for those shares in the fee table within the cure period permitted by Rule 456(b)(1)(i). How can the issuer resolve this problem?

Answer: Although failing to identify the overallotment shares in the fee table and pay the fee constitutes a Section 6 violation, Rule 456(b)(2) provides that such failures do not cause the registrant to violate Section 5 because the registrant relied on the pay-as-you-go provisions and the class of securities sold pursuant to the overallotment option was identified in the Form S-3ASR at the time it was filed. The issuer should address its Section 6 violation by filing an additional prospectus supplement under either Rule 424(b)(2) or (b)(5) and under Rule 424(b)(8) with a fee table reflecting the overallotment shares and paying the associated filing fee at that time. [Nov. 26, 2008]

Question: How does one calculate the filing fee under Section 6(b) for debt securities sold with original issue discount?

Answer: The public offering price for a security always is the basis for calculating the filing fee under Section 6(b). As a result, the principal amount for debt securities sold with original issue discount will not be the amount on which the fee is calculated. Instead, the substantially smaller amount to be paid by purchasers in the public offering will determine the fee. [Nov. 26, 2008]