Can the Subsidiary Consider the Parents Reporting History When Determining Whether It Is Eligible to Use Form S-3?
A spun-off company may want to register offers and sales of securities on a Form S-3. Generally, one requirement a company must meet to use Form S-3 is that it has timely filed required Exchange Act reports for at least 12 months. 22 If a spun-off subsidiary meets the conditions described in response to Question 8, immediately above, we believe that it also may consider its former parent’s Exchange Act reports in determining whether it satisfies Form S- 3’s reporting history requirement.
