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-8

    SEC Form F-8 is a filing with the SEC by Canadian issuers to ...
  2. SEC Form F-4

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

    SEC Form S-8 is a registration form for securities offered as ...
  4. SEC Form 8-A12B

    A Securities and Exchange Commission (SEC) filing required by ...
  5. SEC Form 497

    SEC Form 497 is a document that investment companies must use ...
  6. SEC Form SB-1

    Until 2008, SEC Form SB-1 was a required filing with the SEC ...
Related Articles
  1. Taxes

    How A Company Files With The SEC

    Filing with the SEC is not as complicated as you might thing -- just be meticulous about following the steps.
  2. Investing

    SEC Filings: Forms You Need To Know

    The forms companies are required to file provide a clear view of their histories and progress.
  3. Insights

    Understanding the SEC

    The SEC's triple mandate of investor protection, maintenance of orderly markets and facilitation of capital formation makes it a vital player in capital markets.
  4. Investing

    Understanding The Top SEC filing forms

    It's easier than ever to keep track of your SEC filing status online.
  5. Financial Advisor

    Advisors Face More SEC Reporting Requirements

    The SEC has mandated that investment advisors provide more disclosure on separately managed accounts and performance numbers used in advertising.
  6. 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.
  7. Managing Wealth

    How & Where to File Form 1040 (And Which Version)

    All taxpayers need to know three things when filing a 1040: which form to use, how to file and where to file. After reading this, you'll know all three.
  8. Taxes

    Late with Your Taxes? Grab IRS Form 4868

    Fill out this form to get a few more months to file your tax return. But remember, April 15 (17, in 2018) is still the payment due date if you owe taxes.
  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. How does FINRA differ from the SEC?

    Discover how Securities and Exchange Commission (SEC) is different from the Financial Industry Regulatory Authority (FINRA) ... Read Answer >>
  2. How often do mutual funds report their holdings?

    Learn how mutual funds are required by the Securities and Exchange Commission to disclose their portfolio holdings on a quarterly ... Read Answer >>
  3. When must a company announce earnings?

    The Securities & Exchange Commission (SEC) requires companies to file earnings reports no later than 45 days after the end ... Read Answer >>
  4. How are asset management firms regulated?

    Find out how the asset management industry is regulated and how those regulations fit within the broader scope of financial ... Read Answer >>
Trading Center