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ever, the filing of any amendment thereto establishes a new filing date. This waiting period affords investors an opportunity to become familiar with the proposed offering. Information disclosed in the registration statement is disseminated during the waiting period by means of the preliminary form of prospectus. The Commission is empowered to accelerate the effective date so as to shorten the 20 day waiting period where the facts justify such action. In exercising this power, the Commission is required to take into account the adequacy of the information respecting the issuer theretofore available to the public, the facility with which investors can understand the nature of and the rights conferred by the securities to be registered, and their relationship to the capital structure of the issuer, and the public interest and the protection of investors. The note to Rule 460 under the Act indicates, for the information of interested persons, some of the more common situations in which the Commission considers that the statute generally requires it to deny acceleration of the effective date of a registration statement.
The number of calendar days which elapsed from the date of the original filing to the effective date of registration for the median (average) registration statement with respect to the 1,646 1 registration statements that became effective during the 1962 fiscal year was 78, compared with 55 days for 1,389 registration statements in fiscal year 1961 and 43 days for 1,275 registration statements in fiscal year 1960. The increase in the elapsed time has been due primarily to the cumulative effect of the unprecedented volume of registration statements filed, particularly those filed by issuers that had never before filed under the Act, and the lack of sufficient personnel to process such a volume. The number of registration statements filed during fiscal year 1962 was 2,109, as compared with 1,667 and 1,469 in fiscal years 1961 and 1960, respectively.?
The following table shows by months during the 1962 fiscal year the number of calendar days elapsed in each of the three principal stages of the registration process for the median registration statement, the total elapsed time and the number of registration statements effective.
1 This figure does not include the 198 registration statements of mutual fund companies that became effective during fiscal year 1962 that were filed pursuant to the provisions of Section 24(e) of the Investment Company Act of 1940. The total elapsed time on these 198 statements was 21 calendar days for the average registration statement.
2 These figures do not include 198, 163, and 159 registration statements, respectively, filed by mutual fund companies pursuant to the provisions of Section 24(e) of the Investment Company Act of 1940 during fiscal years 1962, 1961, and 1960.
Time in registration under the Securities Act of 1933 by months during the fiscal
year ended June 30, 1962 NUMBER OF CALENDAR DAYS
From date of From date of From amend- Total num Number of
During the fiscal year 1962, 1,815 statements in the amount of $19.5 billion became fully effective under the Securities Act of 1933, a record both in number and dollar amount. The number of statements increased 20 percent over the preceding year while dollar amount increased only 3 percent or $477 million, reflecting a further increase in the volume of smaller issues. The chart on Page 5 shows the number and dollar amounts of fully effective registrations from 1935 to 1962.
These figures cover all registrations which became fully effective including secondary distributions and securities registered for other than cash sale, such as exchange transactions and issues reserved for conversion. Of the dollar amount of securities registered in 1962, 83.3 percent was for account of issuer for cash sale, 7.8 percent for the account of issuers for other than cash sale and 8.9 percent was for the account of others, as shown below.
Account for which securities were registered under the Securities Act of 1933
during the fiscal year 1962 compared with the fiscal years 1961 and 1960
Securities to be offered for cash sale for account of issuer amounted to $16.3 billion, unchanged from the previous year. However, common stock increased by $1.7 billion and debt securities decreased by almost that amount. Debt securities made up $4.5 billion of the 1962 volume, preferred stock $250 million and common stock $11.5 billion. More than 80 percent of the common stock was to be offered for sale over an extended period, including stock of investment companies, stock for employee plans and stock called for by warrants and options. Appendix Table 1 shows the number of statements which became effective and total amounts registered for each of the fiscal years 1935 through 1962, and contains a classification, by type of security, of issues to be offered for cash on behalf of the issuer during those years. More detailed information for 1962 is given in Appendix Table 2.
Of the issues scheduled for immediate offering following effective registration, two industry groups, communication and financial and real estate, showed marked decreases in amounts as compared with fiscal year 1961. Communication companies, which had registered $2.4 billion for public sale in the fiscal year 1961, registered only $840 million in the fiscal 1962 but in the latter period also registered a major-sized issue to be sold to employees over an extended period. Financial and real estate companies registered $770 million compared with $1.3 billion in fiscal 1961. Manufacturing companies registered $1.8 billion in fiscal 1962 and electric and gas companies $2.3 billion, almost the same as in the previous fiscal year.
The amount of issues to be offered over an extended period are classified as follows:
Of the $6.1 billion expected from the immediate cash sale of corporate securities for the account of issuers in fiscal 1962, 89 percent was designated for new money purposes, including plant, equipment and working capital, 4 percent for retirement of securities and 7 percent for all other purposes including purchases of securities.
REGISTRATION STATEMENTS FILED During the 1962 fiscal year, 2,307 registration statements were filed for offerings of securities aggregating $21.6 billion, as compared with 1,830 registration statements filed during the 1961 fiscal year for offerings amounting to $20.7 billion. This represents an increase of 26 percent in the number of statements filed and 4.4 percent in the dollar amount involved.
Of the 2,307 registration statements filed in the 1962 fiscal year, 1,377, or 60 percent, were filed by companies that had not previously filed registration statements under the Securities Act of 1933. Comparable figures for the 1961 and 1960 fiscal years were 958, or 52 percent, and 774, or 47 percent, respectively.
A cumulative total of 21,695 registration statements has been filed under the Act by 10,506 different issuers covering proposed offerings of securities aggregating over $225 billion from the effective date of the Securities Act of 1933 to June 30, 1962.
Particulars regarding the disposition of all registration statements
filed under the Act to June 30, 1962, are summarized in the following table:
• Includes 201 registration statements covering proposed offerings totaling $5,235,031,546 filed by investment companies under Section 24(e) of the Investment Company Act of 1940 which permits registration by amendinent to a previously effective registration statement.
Excludes 11 registration statements that became effective during the year but were subsequently withdrawn; these 11 statements are counted in the 264 statements withdrawn during the year.
· Excludes 1 registration statement that became effective prior to July 1, 1961, which was placed under stop order during the 1962 fiscal year, and also excludes 11 registration statements effective prior to July 1, 1961, that were withdrawn during the 1962 fiscal year; these statements are counted under stop orders and withdrawn, respectively.
The reasons given by registrants for requesting withdrawal of the 264 registration statements that were withdrawn during the 1962 fiscal year are shown in the following table:
Reason for registrant's withdrawal request
Number of Percent statements of total withdrawn withdrawn
1. Withdrawal requested after receipt of the staff's letter of comment..
ceedings would be necessary.
STOP ORDER PROCEEDINGS Section 8(d) provides that, if it appears to the Commission at any time that a registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Commission may institute proceedings looking to the issuance of a stop order suspending the effectiveness of the registration statement. Where such an order is issued, the offering cannot lawfully be made, or continued if it has already begun, until the registration statement