What is 'SEC Form 8-A'

SEC Form 8-A is a filing required by the Securities and Exchange Commission (SEC) from companies seeking to register securities that must be submitted before they can be offered on an exchange. It is also known as the Registration of Certain Classes of Securities. Known as the short-form registration statement, Form 8-A is one of the basic forms companies use to register securities for listing or quoting on an exchange under the Exchange Act for offering to the public.

BREAKING DOWN 'SEC Form 8-A'

The Exchange Act refers to the package of legislation that governs the U.S. securities market. Congress passed the Act in 1934 in the wake of the Great Depression. Among other things, the Act created the SEC and authorized it to register, regulate and oversee securities markets and exchanges. It also authorizes the SEC to impose regular financial reporting requirements on companies with publicly traded securities.

Information required on SEC Form 8-A includes a description of the type of securities offered, details of issuances, distribution date and terms (such as redemption rights, exchange provisions and exercise dates), plus key information about the issuer.

The SEC requires public companies that file financial statements, to use Form 8-A to issue additional securities offerings. The SEC streamlined its requirements for Form 8-A in 1997, allowing it to become effective automatically for equity securities in addition to debt securities (which already were allowed that benefit) and eliminating requiring for filing additional exhibits related to the filing with all of the relevant national exchanges. Registration statements made on Form 8-A become effective automatically 60 days after filing.

How SEC Form 8-A is Useful to Investors

SEC Form 8-A is extremely useful to investors considering the purchase of any newly issued or soon-to-be issued security. Since many new companies do not immediately receive analyst coverage, savvy investors can use this form to fill in the gaps in their research.

Form 8-A is now also relevant for companies filing initial registrations under the Obama administration’s 2012 Jumpstart Our Business Startups (JOBS) Act. The law eased hurdles to raising financing for startups and other small or emerging businesses. The terms of the Act permit companies the SEC classifies as Tier 2, who are seeking to raise up to $50 million in funds from the general public, to use Form 8-A under certain conditions for their registration (instead of the more comprehensive Form 10 they would otherwise be required to file).

Related Forms include: SEC Form 8-A12B, 8-12B/A, 8-12G, 8-12G/A, 8-K, Form-10.

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