Taking advantage of the securities offering reforms that have been in effect since December 1, 2005, yesterday Google filed an automatic shelf registration statement on Form S-3 for the sale of an additional 5.3 million shares of its Class A Common Stock (click here). As the name implies, the registration statement went effective automatically upon filing (i.e., no SEC review). Automatic shelves are available only to “well-known seasoned issuers� (WKSIs). To qualify as a WKSI, a company must be current and timely (with limited exceptions) in its ’34 Act filings for the previous 12 months and have either (1) a worldwide public common equity float of at least $700 million or (2) registered and issued for cash as least $1 billion in debt or non-convertible securities within the previous three years.
Because the registration statement is already effective, the new shares could hit the market at anytime. Although the prospectus supplement filed as part of the registration statement is designated as a preliminary prospectus, it has “March , 2006� listed as the date. Does this mean the shares will hit the market either today or tomorrow? Note that as announced last week, Google will be added to the S&P 500 index effective after the close of trading tomorrow, and one of the reasons Google gives for the offering is to meet the demand of index funds that will need to add Google to their portfolios.