SEC Form 8-A12B

What Is SEC Form 8-A12B?

The term SEC Form 8-A12B refers to a Securities and Exchange Commission (SEC) filing required when a corporation wants to issue certain classes of securities. This includes the right to buy these kinds of securities at a future date. SEC Form 8-A12B is also known as the Registration for Listing of a Security on a National Exchange Form. It is required as per Section 12(b) of the Securities Exchange Act of 1934.

How SEC Form 8-A12B Works

The Securities Exchange Act of 1934 was created to oversee and govern securities that are exchanged on the secondary market. The act, which led to the formation of the Securities and Exchange Commission, is divided into a series of rules that pertain to public companies. Companies that list securities on an exchange must follow these rules and submit forms relating to securities registration, proxy statements, disclosures, among others.

One of these forms is SEC Form 8-A. As noted above, this form is also known as the Registration for Listing of a Security on a National Exchange Form. It must be filed as per Section 12(b) or (g) of the Act. Once completed, the form is referred to as either Form 8-A12B or 8-A12G. Section 12(b) outlines registration and reporting requirements.

The form is extremely useful for investors who want to purchase certain securities, including preferred stock rights and other types of hybrid fixed income securities. Since many of these securities are rarely reported on in the financial media, the best source for definitive information may often be found in their initial SEC registration statement.

Corporations that file this form must include the following information:

• The name of the issuer
• The issuer's full mailing address
• The name of the security
• The exchange where the security is listed

Related Forms include SEC Forms 8-A12B/A, 8-A12G, and 8-A12G/A.

Special Considerations

Form 8-A is a condensed registration statement that effectively registers an issuer's class of securities. It mandates the disclosure of general information surrounding the issuer’s securities, such as voting rights, dividend payout rights, as well as any anti-takeover provisions delineated in the issuer’s articles of incorporation and bylaws. 

The disclosure models must include financial statements. These statements are audited by a registered accounting firm, according to the standards set by the Public Company Accounting Oversight Board (PCAOB), a nonprofit organization that routinely audits public companies.

Subsequent to the effectiveness of a registration statement, which covers an initial public offering (IPO) or a direct public offering (DPO), issuers of the securities may file a registration statement covering a class of securities under the Exchange Act, which lets issuers list their registered securities in the initial or direct public offering, on a national securities exchange.

SEC Form 8-A12B vs. SEC Form 10

Issuers that don't file registration statements to cover initial or direct public offerings must submit a registration statement under the Exchange Act on SEC Form 10. This filing requires more comprehensive financial statements and other more extensive disclosure measures than those mandated by Form 8-A.

Form 8-A is used with significantly greater frequency by issuers than those who opt for Form 10, which is rarely used, and which requires the issuer to file reports under Section 13 or 15(d) of the Exchange Act. That's because it is much simpler and is considerably less stringent disclosure requirements compared to its Form 10 counterpart.