What is a Form 8-A Registration Statement? Securities Lawyer 101
Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act of 1934, (the “Exchange Act”) that registers a class of an issuer’s securities. Form 8-A requires disclosure of general information about the issuer’s securities, including dividend rights, voting rights and any anti-takeover provisions in the issuer’s articles of incorporation and bylaws. Concurrently or subsequent to effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) covering an initial public offering or direct public offering, issuers may file a registration statement covering a class of securities under the Exchange Act.
This allows the issuer to list the securities registered in the initial or direct public offering on a national securities exchange.
Form 8-A makes Exchange Act registration simple for issuers that register initial or direct public offerings under the Securities Act.
While a Form 10 registration under the Exchange Act requires disclosures comparable to that found in a Form S-1 registration statement, Form 8-A does not.
When an issuer has registered an initial or direct public offering, Form 8-A allows incorporation by reference from the issuer’s Securities Act registration statement. Issuers that do not file a registration statement covering an initial or direct public offering, would file a registration statement under the Exchange Act on Form 10. Form 10 requires financial statements and other more extensive disclosure than does Form 8-A.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855