What is the 'SEC Form F-80'

SEC Form F-80 is a filing with the Securities and Exchange Commission (SEC) by publicly-traded Canadian foreign private issuers to register securities offered in business combinations and exchange offers.


SEC Form F-80, or the Registration Statement for Certain Canadian Issuers to be Issued in Exchange Offers or a Business Combination, must be filed when securities are issued in an exchange offer where U.S. holders own less than 40 percent of target securities or when securities are issued in a business combination where U.S. holders would own less than 40 percent of the class of securities upon completion of the transaction.

In terms of eligibility requirements, the company filing an SEC Form F-80 must have a minimum aggregate market value of the public float of outstanding shares of C$75 million. Additionally, these issuers must have had a class of their securities listed on a Canadian exchange for 12 calendar months before the filing. Barring certain exceptions, this form cannot be used to register derivative securities. Additionally, SEC Form F-80 may only be used if a circular for a takeover or a business combination was previously prepared.

SEC Form F-80 is a wraparound for the relevant Canadian registration and disclosure documents required by Canadian securities laws and regulations.

The Difference Between Form F-80 and Form F-8

Canadian issuers register securities via both SEC Form F-80 and Form F-8. Both forms have similar eligibility requirements, with the main distinction between the two that Form F-8 must be filed for securities issued in an exchange offer where U.S. holders own less than 25 percent of target securities. On the other hand, Canadians must use Form F-80 when U.S. holders own less than 40 percent of the class of outstanding securities that is subject to the exchange.

Other filings that apply to Canadian issuers include SEC Forms F-7, F-9 and F-10. The eligibility requirements for companies are slightly different with all these forms.

SEC Form F-80 and Form F-8 both fall under the Securities Exchange Act of 1933, which is often referred to as the "truth in securities" law.  It requires Canadian companies to file these registration forms, which provide essential facts, in order to disclose important information upon registration of a company's securities. This helps the SEC achieve the act's objectives, which incldude ensuring investors have access to significant information regarding securities offered, and to prevent fraud involving the sale of the offered securities.

  1. SEC Form F-7

    A filing with the Securities and Exchange Commission (SEC) that ...
  2. SEC Form F-10

    SEC Form F-10 is a filing with the Securities and Exchange Commission ...
  3. SEC Form F-X

    A filing with the Securities and Exchange Commission (SEC) that ...
  4. SEC Form F-4

    SEC Form F-4 is a filing that the Securities and Exchange Commission ...
  5. SEC Form F-8

    SEC Form F-8 is a filing with the SEC by Canadian issuers to ...
  6. SEC Form S-6

    SEC Form S-6 is a filing with the Securities and Exchange Commission ...
Related Articles
  1. Personal Finance

    Policing The Securities Market: An Overview Of The SEC

    Find out how this regulatory body protects the rights of investors.
  2. Investing

    Using Public SEC Filings To Analyze Companies

    Reports from the Securities and Exchange Commission provide investors with an edge in determining the investment value of companies. Learn what to look for in these financial reports.
  3. Investing

    Understanding The Top SEC filing forms

    It's easier than ever to keep track of your SEC filing status online.
  4. Insights

    Understand the SEC Rules on Equity Crowdfunding

    The SEC's adoption of equity crowdfunding rules, initiated under the JOBS Act, enables small investors to invest in companies that show early potential.
  5. Insights

    The SEC: A Brief History Of Regulation

    The SEC has continued to make the market a safer place and to learn from and adapt to new scandals and crises.
  6. Financial Advisor

    How To Get A Job At The SEC

    Want to make a good living taking on those renegade trading rascals on Wall Street? Here are some tips to help you get in the door at the SEC.
  7. Trading

    Why U.S. Dollars Aren't Accepted in Canada

    Is the U.S. dollar accepted in Canada? Learn about the legal and practical aspects of using U.S. dollars in Canadian transactions.
  8. Taxes

    How To File A Canadian Tax Return

    The process for filing a Canadian tax return is easy and streamlined. Here is the information you need to know before filing.
  9. Financial Advisor

    Becoming A Registered Investment Advisor

    To become a registered investment advisor requires specific licensing, qualifications and regulations, but the greater freedom may be worth it.
  1. What are unregistered securities or stocks?

    Before securities, like stocks, bonds and notes, can be offered for sale to the public, they first must be registered with ... Read Answer >>
  2. Where can I find a company's annual report and its SEC filings?

    Thanks to the Internet, finding financial reports is easier than ever. Nowadays, every reputable company has an investor ... Read Answer >>
Hot Definitions
  1. Current Assets

    Current assets is a balance sheet account that represents the value of all assets that can reasonably expected to be converted ...
  2. Volatility

    Volatility measures how much the price of a security, derivative, or index fluctuates.
  3. Money Market

    The money market is a segment of the financial market in which financial instruments with high liquidity and very short maturities ...
  4. Cost of Debt

    Cost of debt is the effective rate that a company pays on its current debt as part of its capital structure.
  5. Depreciation

    Depreciation is an accounting method of allocating the cost of a tangible asset over its useful life and is used to account ...
  6. Ratio Analysis

    A ratio analysis is a quantitative analysis of information contained in a company’s financial statements.
Trading Center