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. It must be submitted before securities can be offered on an exchange. It is also known as the Registration of Certain Classes of Securities and the short-form registration statement. Form 8-A is one of the primary forms companies use to register securities for listing or quoting on an exchange under the Exchange Act for offering to the public.

Key Takeaways

  • SEC Form 8-A is a filing required by the SEC from companies seeking to register securities that must be submitted before they can be offered on an exchange.
  • The form was created in 1934 and simplified in 1997.
  • SEC Form 8-A requires a description of the type of securities offered, details of issuance, distribution date, and terms.
  • This form helps investors find out about new securities and requires less time to complete than Form 10.

Understanding SEC Form 8-A

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

The SEC requires public companies that file financial statements to use Form 8-A to issue additional securities. The SEC streamlined its requirements for Form 8-A in 1997. These changes allowed Form 8-A to become effective automatically for equity securities in addition to debt securities, which already had that benefit. The SEC also eliminated the requirement for filing additional related materials with all of the relevant national exchanges. Registration statements made on Form 8-A become effective automatically 60 days after filing.

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

Requirements of SEC Form 8-A

SEC Form 8-A requires a description of the type of securities offered, details of issuance, distribution date, and terms. Some of the conditions include redemption rights, exchange provisions, and exercise dates. Other essential information about the issuer is also required.

In particular, the form requires the exact name of the entity registering the securities, the jurisdiction of incorporation, and an Internal Revenue Service (IRS) Employer Identification Number (EIN). The form also requires the name of each class to be registered and the name of the exchange where it will be listed.

This information is intended to help investors use SEC Form 8-A to find out about securities. Those who need to file SEC Form 8-A should consult an attorney.

Benefits of SEC Form 8-A

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 JOBS Act permit companies the SEC classifies as Tier 2 to use Form 8-A for their registration under certain conditions. Tier 2 companies are those seeking to raise up to $50 million in funds from the general public. They would otherwise be required to file the more comprehensive Form 10.

SEC Form 8-A also allows descriptions of securities to be given by reference. That can save the registrant the trouble of creating a new description. If they provided one in a prospectus or other document filed with the SEC, then they can just include a reference to it.