What is a Form 8-A Registration Statement? Securities Lawyer 101
Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act of 1934, (the “Exchange Act”) that registers a class of an issuer’s securities. A Form 8-A registration statement can be used by Issuers subject to SEC reporting requirements under Sections 13 or 15(d) of the Exchange Act. Section 13 of the Exchange Act requires every issuer of a security registered under Section 12(b) or 12(g) of the Exchange Act to file periodic reports and other information with the SEC. Additionally, Issuers who have filed a registration statement under the Securities Act may use use Form 8-A instead of Form 10 for Exchange Act registration simultaneously with effectiveness of the Securities Act registration statement.
Issuers that are simultaneously qualifying a Regulation A offering statement on Form 1-A for a Tier 2 offering using Form S-1 disclosures and financial statements audited under PCAOB standards may also register a class of securities on Form 8-A.
Disclosure Requirements – Form 8-A Registration Statements
Form 10 is the most common registration statement used to register a class of securities under Sections 12(b) or 12(g) of the Exchange Act. Form 8-A requires less disclosure than a Form 10 and is typically used by issuers who qualify to register securities on the form. Form 10 requires financial statements extensive disclosures similar to those in a registration statement under the Securities Act including audited financial statements. Form 8-A contains basic information about the characteristics of the company and its securities, including dividend rights, voting rights and anti-takeover provisions, if any, in the company’s certificate or articles of incorporation and bylaws.
Form 8-A makes Exchange Act registration simple for issuers that file registration statements for initial public offerings-IPO’s or direct public offerings-DPO’s under the Securities Act. When an issuer has registered an initial or direct public offering, Form 8-A allows incorporation by reference from the issuer’s Securities Act registration statement. Issuers that do not file a registration statement covering an initial or direct public offering under the Securities Act, would file a registration statement under the Exchange Act on Form 10 to register a class of securities.
For more information about going public, securities law or our other services please contact a Securities Attorney at Hamilton & Associates Law Group, P.A. 01 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956 or by email at [email protected]. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855
www.SecuritiesLawyer101.com
