Form 10 vs Form 8-A Registration Statements

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.

Simultaneously or subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for an initial public offering (IPO) or direct public offering (DPO), issuers can file a registration statement under the Securities Exchange Act of 1934 (“Exchange Act”), covering a class of securities. This allows the issuer to list the securities registered in the initial or direct public offering on a national securities exchange.  An Exchange Act registration statement cannot be used to go public or register a DPO or IPO and it does not create unrestricted shares.

Form 8-A and Form 10 are Exchange Act registration statements used to register a class of securities pursuant to Section 12(g) of the Exchange Act.  Form 10 disclosures are similar to those found in a Form S-1 Registration Statement under the Securities Act. Form 8-A requires significantly less disclosure than Form 10.  Because of this, Form 10 is rarely used by issuers which are required to file reports under Section 13 or 15(d) of the Exchange Act.

Form 8-A makes Exchange Act registration simple for issuers that file registration statements for initial public offerings-IPO’s or direct public offerings-DPO’s under the Securities Act. 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 under the Securities Act, would file a registration statement under the Exchange Act on Form 10 to register a class of securities. Form 10 requires financial statements and other more extensive disclosure than 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
www.SecuritiesLawyer101.com