Fillable Printable Form 8-A

Form 8-A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

GENERAL INSTRUCTIONS

A. Rule as to Use of Form 8-A.

(a) Subject to paragraph (b) below, this form may be used for registration pursuant to Section 12(b) or (g) of the

Securities Exchange Act of 1934 of any class of securities of any issuer which is (1) required to ﬁ le reports pur-

suant to Section 13 or 15(d) of that Act, (2) is concurrently qualifying a Tier 2 offering statement relating to that

class of securities using the Form S-1 or Form S-11 disclosure models that includes ﬁ nancial statements that

are audited in accordance with the standards of, and by an accounting ﬁ rm that is registered with, the Public

Company Accounting Oversight Board (United States), or (3) pursuant to an order exempting the exchange on

which the issuer has securities listed from registration as a national securities exchange.

(b) If the registrant would be required to ﬁ le an annual report pursuant to Section 15(d) of the Act for its last ﬁ s-

cal year, except for the fact that the registration statement on this form will become effective before such report

is required to be ﬁ led, an annual report for such ﬁ scal year shall nevertheless be ﬁ led within the period speciﬁ ed

in the appropriate annual report form.

(1) If a class of securities is not concurrently being registered under the Securities Act of 1933 (15

U.S.C. 77a et seq.) (“Securities Act”), upon the later of receipt by the Commission of certiﬁ cation from the

national securities exchange listed on this form or the ﬁ ling of the Form 8-A with the Commission; or

(2) If a class of securities is concurrently being registered under the Securities Act, upon the latest of

the ﬁ ling of the Form 8-A with the Commission, receipt by the Commission of certiﬁ cation from the national

securities exchange listed on this form or effectiveness of the Securities Act registration statement relating to

the class of securities.

(d) If this form is used for the registration of a class of securities under Section 12(g), it shall become effective:

(1) If a class of securities is not concurrently being registered under the Securities Act, upon the ﬁ ling of

the Form 8-A with the Commission; or

(2) If class of securities is concurrently being registered under the Securities Act, upon the later of the

ﬁ ling of the Form 8-A with the Commission or the effectiveness of the Securities Act registration statement

relating to the class of securities.

(e) Notwithstanding the foregoing in paragraphs (c) and (d) of this form, if this form is used for registration of a

class of securities being offered under Regulation A, it shall become effective:

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(1) For the registration of a class of securities under Section 12(b), upon the latest of the ﬁ ling of the

Form 8-A with the Commission, the qualiﬁ cation of the Regulation A offering statement or the receipt by the

Commission of certiﬁ cation from the national securities exchange listed on this form; or

(2) For the registration of a class of securities under Section 12(g), upon the later of the ﬁ ling of the

Form 8-A and qualiﬁ cation of the Regulation A offering statement.

(Note: Registration pursuant to paragraph (e) of this form is not permitted if the ﬁ ling of the Form 8 A and,

where applicable, the receipt by the Commission of certiﬁ cation from the national securities exchange listed on

this form occurs more than ﬁ ve calendar days after the qualiﬁ cation of the Regulation A offering statement)

B. Application of General Rules and Regulations.

(a) The General Rules and Regulations under the Act contain certain general requirements which are applicable

to registration on any form. These general requirements should be carefully read and observed in the preparation

and ﬁ ling of registration statements on this form.

(b) Particular attention is directed to Regulation l2B which contains general requirements regarding matters

such as the kind and size of paper to be used, legibility, information to be given whenever the title of securities

is required to be stated, incorporation by reference and the ﬁ ling of the registration statement. The deﬁ nitions

contained in Rule 12b-2 should be especially noted.

C. Preparation of Registration Statement.

This form is not to be used as a blank form to be ﬁ lled in, but only as a guide in the preparation of the registra-

tion statement on paper meeting the requirements of Rule l2b-12. The registration statement shall contain the

item numbers and captions, but the text of the items may be omitted. The answers to the items shall be prepared

in the manner speciﬁ ed in Rule 12b-l3.

D. Signature and Filing of Registration Statement.

Eight complete copies of the registration statement, including all papers and documents ﬁ led as a part thereof

(other than exhibits) shall be ﬁ led with the Commission and at least one such copy shall be ﬁ led with each

exchange on which the securities are to be registered. Exhibits shall be ﬁ led with the Commission and with

any exchange in accordance with the Instructions as to Exhibits. At least one copy of the registration statement

ﬁ led with the Commission and one ﬁ led with each exchange shall be manually signed. Unsigned copies shall be

conformed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

_________________________________________

(Exact name of registrant as speciﬁ ed in its charter)

______________________________ ______________________

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer

Identiﬁ cation No.)

_______________________________ ____________________

(Address of principal executive ofﬁ ces) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which

to be so registered each class is to be registered

________________________ __________________________

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and

is effective pursuant to General Instruction A.(c) or (e), check the following box.

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and

is effective pursuant to General Instruction A.(d) or (e), check the following box.

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check

the following box.

Securities Act registration statement or Regulation A offering statement ﬁ le number to which this form relates:

______________________(if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

_________________________________________________________________________

(Title of class)

______________________________________________________________________________

(Title of class)

Persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

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OMB Number: 3235-0056

Expires: June 30, 2018

Estimated average burden

hours per response . . . . . . . 3.0

OMB APPROVAL

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

Furnish the information required by Item 202 of Regulation S-K (§229.202 of this chapter), as applicable.

Instruction. If a description of the securities comparable to that required here is contained in any prior ﬁ ling

with the Commission, such description may be incorporated by reference to such other ﬁ ling in answer to this

item. If such description will be included in a form of prospectus or an offering circular subsequently ﬁ led by

the registrant pursuant to Rule 424(b) under the Securities Act (§230.424(b) of this chapter) or Rule 253(g) of

Regulation A (§ 230.253(g) of this chapter), this registration statement shall state that such prospectus or offer-

ing circular shall be deemed to be incorporated by reference into the registration statement. If the securities are

to be registered on a national securities exchange and the description has not previously been ﬁ led with such

exchange, copies of the description shall be ﬁ led with copies of the application ﬁ led with the exchange.

Item 2. Exhibits.

List below all exhibits ﬁ led as a part of the registration statement:

Instruction. See the instructions as to exhibits, set forth below.

SIGNATURE

Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly

caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

(Registrant) ___________________________________________________________

Date ______________________________________

By __________________________________________________________________

*Print the name and title of the signing ofﬁ cer under such ofﬁ cer’s signature.

INSTRUCTIONS AS TO EXHIBITS

If the securities to be registered on this form are to be registered on an exchange on which other securities of

the registrant are registered, or are to be registered pursuant to Section 12(g) of the Act, copies of all constituent

instruments deﬁ ning the rights of the holders of each class of such securities, including any contracts or other

documents which limit or qualify the rights of such holders, shall be ﬁ led as exhibits with each copy of the reg-

istration statement ﬁ led with the Commission or with an exchange, subject to Rule 12b-32 regarding incorpora-

tion of exhibits by reference.

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