SEC Form F-8


A filing with the Securities and Exchange Commission (SEC) required to be used by large publicly traded Canadian foreign private issuers to register securities offered in business combinations, mergers and exchange offers requiring a shareholder vote. SEC Form F-8 may only be used if a takeover bid circular (or information circular for a business combination) is prepared prior, and securities offered through Form F-8, must be offered to U.S. holders on terms no less favorable than those extended to foreign shareholders. SEC Form F-8 acts as a wraparound for the relevant Canadian registration and disclosure documentation required by Canadian securities laws and regulations.


Form F-8, is also known as the "Registration Statement Under the Securities Exchange Act of 1933 for Securities of Certain Canadian Issuers to be Issued in Exchange Offers or a Business Combination." The Securities Exchange Act of 1933, often referred to as the "truth in securities" law, requires that these registration forms, providing essential facts, are filed to disclose important information upon registration of a company's securities. This helps the SEC achieve the objectives of this act - requiring investors to receive significant information regarding securities offered, and to prohibit fraud in the sale of the offered securities.