What Is Form 8-A12B and When Is It Required to Be Filed?

Form 8-A is a registration statement filed with the Securities and Exchange Commission (SEC). Companies use it to register a class of securities for listing on a national exchange under Section 12(b). The filing satisfies the registration requirements stipulated by the Securities Exchange Act of 1934, which governs the secondary market trading of securities and established the SEC to oversee public companies.

The purpose of Form 8-A is to provide the market with definitive information about a specific class of securities a company intends to list. By completing this registration, a company makes details about the securities publicly available, ensuring transparency for investors considering a purchase. The form is a necessary step for a company to become an Exchange Act reporting company, a prerequisite for having its securities traded on a major exchange.

When to File Form 8-A

The filing of Form 8-A is directly linked to the event of listing securities on a national securities exchange, such as the NYSE or Nasdaq. A common trigger for this filing is a company’s initial public offering (IPO). In an IPO scenario, where a company is also filing a more comprehensive Form S-1 registration statement, the Form 8-A is often submitted concurrently with the final prospectus or just before the offering officially closes.

This form is also required when a company that is already public decides to list a new or different class of securities on an exchange. For instance, a company with common stock already trading might decide to issue and list a new series of preferred stock or debt securities. The filing must be carefully coordinated with the listing application process of the chosen exchange. The exchange must formally approve the securities for listing.

For offerings conducted under Regulation A, the Form 8-A must be filed within five calendar days after the company’s Form 1-A offering statement is qualified by the SEC.

Information Required for Form 8-A

Form 8-A is considered a short-form registration statement because it relies on a mechanism called incorporation by reference. This allows a company to fulfill most of its disclosure requirements by referring to information already filed with the SEC in other, more detailed documents. For a company conducting an IPO, it will incorporate the detailed description of the securities from its Form S-1 registration statement, avoiding redundant disclosure. This makes the preparation of Form 8-A significantly less burdensome than other registration forms.

The form itself requires several pieces of information to be stated directly. The company must provide its exact legal name, state of incorporation, and IRS Employer Identification Number. It must clearly identify the title of the security class being registered, such as “Common Stock, $0.001 par value,” and name the specific national exchange where the securities will be listed. The form also requires the file number of the related Securities Act registration statement, like the Form S-1, from which information is being incorporated.

The Filing and Effectiveness Process

Once prepared, Form 8-A is submitted electronically to the SEC through its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. This system is the primary method for companies to submit documents to the SEC, ensuring immediate public access to the information. The company must also file a copy of the registration statement with the national securities exchange where the securities are to be registered.

The process for the registration to become effective is governed by specific SEC rules. The effectiveness of the Form 8-A is tied to the later of two events: the filing of the form with the SEC or the receipt of certification from the national securities exchange. This certification confirms that the exchange has formally approved the securities for listing, having reviewed the company’s application and determined it meets the exchange’s financial, liquidity, and corporate governance standards.

For securities being registered concurrently with an offering under the Securities Act of 1933, such as in an IPO, there is an additional condition. In this case, the Form 8-A registration becomes effective upon the latest of three events: the filing of the Form 8-A, the exchange’s certification, or the effectiveness of the related Securities Act registration statement. This synchronization ensures that the securities are fully registered under both the Securities Act for their initial sale and the Exchange Act for their subsequent trading on the exchange.