What Was SEC Form 8A12BEF?
SEC form 8A12BEF was used for registering listed bonds with the Securities and Exchange Commission (SEC) under Section 12(b) of the Securities Exchange Act of 1934.
- SEC Form 8A12BEF was a required filing with the Securities and Exchange Commission (SEC) for companies planning to issue debt securities.
- SEC Form 8-A12B has now replaced it.
- The titles of all filings for registering securities all begin with 8-A.
Understanding SEC Form 8A12BEF
SEC form 8A12BEF was required when a company wished to issue bonds that would be traded on a public exchange.
The form became effective automatically upon filing, hence the "EF" in Form 8A12BEF.
Companies now use Form 8-A12B when they are preparing to issue any type of security, whether it is debt or equity.
Issuers of bonds must provide details such as the interest rate to be paid and the maturity date.
The "EF" was dropped from Form 8A12B as the option to have the filing be effective immediately or at some point in the future was removed.
Rule 12(b) of the Securities Exchange Act of 1934 states that when an issuer files for the registration of securities, the issuer must provide detailed information about the issuer and offering.
Examples of SEC Form 8A12BEF
Here's an example of SEC Form 8A12BEF before it was phased out. This is a Toll Brothers SEC FORM 8A12BEF filing form 1996. Note that the box to have the registration effectively immediately is checked.
Note that the Toll Brothers filing also lists out the details of the offering. Toll Brothers was registering senior subordinated notes due in 2006 paying 8.75% interest, which would trade on the New York Stock Exchange (NYSE).
As another example, here is a DTE Energy filing that was filed with the newer Form 8-A12B. Again, it's a Form 8-A that has certain designations or classifications that make it this specific form. In the case of DTE Energy, it's a Form 8-A with the 12b designation checked, which means the form "relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act."
Note that DTE Energy's Form 8-A12B filing, dated Dec. 7, 2011, was for Series I 6.50% Junior Subordinated Debentures due 2061.
SEC Form 8A12BEF vs. SEC Form 8-A12G
As mentioned, the difference between SEC Form 8-A12B and Form 8-A12G is a matter of which box is checked on Form 8-A. For example, the Form 8-A below is designated as a Form 8-A12G, based on which box is checked.
Orchard Supply Hardware Stores Corporation filed this Form 8-A12G in December 2011.