SEC Form 8-K12G3

SEC Form 8-K12G3

Investopedia / Yurle Villegas

What Is SEC Form 8-K12G3?

Securities Exchange Commission (SEC) Form 8-K12G3 is a special form that is used for the filing and notification of a successor issuer. It is typically filed when a merger or acquisition results in a new issuer of a registered security. SEC Form 8-K12G3 is needed pursuant to Section 12 of the Securities Exchange Act of 1934, which details all of the registration requirements for securities listed on an exchange. Form 8-K12G3 is usually filed by the successor issuer.

Key Takeaways

  • SEC Form 8-K12G3 is a form that public companies must complete and file with the SEC to provide notification of their successor issuer status.
  • SEC Form 8-K12G3 notifies the SEC and provides public transparency for the takeover of securities issuance authority, usually arising in the case of a merger or acquisition.  
  • SEC Form 8-K12G3 is mandated by the Securities Exchange Act of 1934, which details regulatory documentation requirements for public securities listed on an exchange.

Understanding SEC Form 8-K12G3

Form 8-K12G3 is a special form filed with the SEC. Its usage is dictated by Section 12 of the Securities Exchange Act of 1934. Among other things, the Exchange Act of 1934 is known for its reporting requirements for public companies. Public companies traded on financial market exchanges are held to higher standards of transparency, many of which are notated in the 1934 Exchange Act. The Act discusses provisions for reporting of 10-Ks, 10-Qs, 8-Ks, and other special form filings such as the Form 8-K12G3.

The Form 8-K12G3 is separate and distinctively different from the Form 8-K. However, companies may choose to file an 8-K simultaneously with an 8-K12G3. As such, they are both types of current reports notifying shareholders of pertinent information pertaining to shares traded in the public, secondary market.

Events That Require Filing SEC Form 8-K12G3

SEC Form 8-K12G3 is a type of current report similar to an 8-K, providing details on material changes. However, Form 8-K12G3 is only used for one specific type of disclosure. The SEC Form 8-K12G3 notifies shareholders of a change in the issuer of a registered security.

Events that can require a Form 8-K12G3 are therefore typically associated with mergers and acquisitions. If the issuer of a registered security changes after an acquisition or merger has taken place then this change needs to be disclosed.

Every Form 8-K12G3 will discuss the notification of a successor issuer. It will usually also disclose details on the registered shares. A successor issuer takes responsibility for the registration of stated securities. It also agrees to comply with all reporting requirements going forward.

A Form 8-K12G3 may also discuss other matters in addition to the successor issuer. It has no specific limitations or parameters other than to disclose the successor issuer. As such, it may also include information on material definitive agreements, warrants, directors, compensation, and more.

Form 8-K12G3 vs. Form 8-K

Form 8-K12G3 is separate from a Form 8-K. Form 8-K12G3 may include the same or similar information as a Form 8-K. Some companies may choose to file both simultaneously or to include details from a Form 8-K12G3 in a Form 8-K.

The Form 8-K is also required under provisions of the Exchange Act of 1934. Companies file the Form 8-K to provide current reports of important announcements by the company.

Companies commonly use the Form 8-K to provide details on earnings announcements. The 8-K is also used to provide information on changes in management, changes in directors, details on annual meetings, changes to material definitive agreements, bankruptcy, completion of a merger, completion of an acquisition, disposal activities, and more.

All Form 8-K12G3s and Form 8-Ks are published through the SEC’s electronic reporting system, EDGAR. This system also provides disclosure of 10-Qs, 10-Ks, and all other SEC form filings.

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