How SEC Form 8-A Streamlines Securities Registrations

What Is SEC Form 8-A?

SEC Form 8-A is a mandatory filing required by the Securities and Exchange Commission (SEC) for companies wishing to register securities. This form must be submitted prior to offering securities on an exchange. Also called the Registration of Certain Classes of Securities, it is a streamlined, short-form registration statement.

SEC Form 8-A plays a crucial role in listing or quoting securities on an exchange under the terms of the Securities Exchange Act of 1934.

Comprehensive Overview of SEC Form 8-A

The Exchange Act refers to the package of legislation that governs the U.S. securities market. Congress passed this act in 1934 in the wake of the Great Depression. Among other things, the Exchange Act created the SEC. The act authorized the SEC to register, regulate, and oversee securities markets and exchanges. It also allows the SEC to impose regular financial reporting requirements on companies with publicly traded securities.

The SEC requires public companies that file financial statements to use Form 8-A to issue additional securities. The SEC streamlined its requirements for Form 8-A in 1997. These changes allowed Form 8-A to become effective automatically for equity securities in addition to debt securities, which already had that benefit. The SEC also eliminated the requirement for filing additional related materials with all of the relevant national exchanges. Registration statements made on Form 8-A become effective automatically 60 days after filing.

Related forms include SEC Form 8-A12B, 8-12B/A, 8-12G, 8-12G/A, 8-K, and Form-10.

Essential Requirements for SEC Form 8-A

SEC Form 8-A requires a description of the type of securities offered, details of issuance, distribution date, and terms. Some of the conditions include redemption rights, exchange provisions, and exercise dates. Other essential information about the issuer is also required.

In particular, the form requires the exact name of the entity registering the securities, the jurisdiction of incorporation, and an Internal Revenue Service (IRS) Employer Identification Number (EIN). The form also requires the name of each class to be registered and the name of the exchange where it will be listed.

Advantages of Filing SEC Form 8-A

SEC Form 8-A is extremely useful to investors considering the purchase of any newly issued or soon-to-be issued security. Since many new companies do not immediately receive analyst coverage, savvy investors can use this form to fill in the gaps in their research.

Form 8-A is now also relevant for companies filing initial registrations under the Jumpstart Our Business Startups Act (JOBS). The law eased hurdles to raising financing for startups and other small or emerging businesses. The terms of the JOBS Act permit companies the SEC classifies as Tier 2 to use Form 8-A for their registration under certain conditions. Tier 2 companies are those seeking to raise up to $50 million in funds from the general public. They would otherwise be required to file the more comprehensive Form 10.

SEC Form 8-A also allows descriptions of securities to be given by reference. That can save the registrant the trouble of creating a new description. If they provided one in a prospectus or other document filed with the SEC, then they can just include a reference to it.