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Section 102. Form 8-A
us SEC - C&DI - Exchange Act Forms
Question 102.01
Question: May a registrant use a single Form 8-A to register securities on more than one national securities exchange concurrently under Section 12(b)?
Answer: No. It must file a separate registration statement for each exchange. A registrant also cannot amend an already effective Form 8-A to register securities on an additional national securities exchange. It must instead file a new registration statement. [October 1, 2008]
Question 102.02
Question: Does the requirement for identifying the exchange on which the registered security is traded apply to over-the-counter markets?
Answer: No. [September 30, 2008]
Question 102.03
Question: A company was required to file reports pursuant to Section 15(d). After its reporting obligation was suspended, it continued to file voluntarily all reports required by Section 15(d), but it did not file a Form 15. In these circumstances, may the company use Form 8-A to register its securities pursuant to Section 12(g), even though use of Form 8-A is conditioned on the company being “required to file reports pursuant to Section 13 or 15(d)”?
Answer: Yes, because (1) the company was current in all Section 15(d) reports; and (2) no additional information would have been made available to the public by requiring a Form 10 to be filed. However, in general, a company that is voluntarily filing periodic reports would not be permitted to use Form 8-A to register a class of its securities. [September 30, 2008]
Question 102.04
Question: May a company subject to Section 15(d) delay the due date, or avoid filing a quarterly or annual report, by filing a Form 8-A at or after the end of the fiscal quarter or fiscal year but prior to the due date of the applicable report?
Answer: No. A company subject to Section 15(d) with respect to a fiscal quarter or fiscal year cannot delay the due date or avoid filing the related quarterly or annual report by filing a Form 8-A at or after the end of the fiscal quarter or fiscal year but prior to the due date of the applicable report. Form 8-A explicitly provides that a company subject to Section 15(d) with respect to a fiscal year cannot do so. [September 30, 2008]
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