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.