Form 8-A.SS.03-14-2019

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 8-A

A.

JUSTIFICATION

1.

Circumstances Making the Collection of Information Necessary

Form 8-A is a registration statement used to register a class of securities under Section
12(b) or Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). Section 12(a)
of the Exchange Act makes it unlawful for any member, broker, or dealer to effect any
transaction in any security (other than an exempted security) on a national securities exchange
unless such security has been registered under the Exchange Act. Exchange Act Section 12(b)
establishes the registration procedures. Section 12(g) of the Exchange Act requires an issuer that
is not a bank or bank holding company to register a class of equity securities (other than
exempted securities) within 120 days after its fiscal year end if, on the last day of its fiscal year,
the issuer has total assets of more than $10 million and such class of equity securities is “held of
record” by either (i) 2,000 persons, or (ii) 500 persons who are not accredited investors. An
issuer that is a bank or a bank holding company, must register a class of equity securities (other
than exempted securities) within 120 days after the last day of its first fiscal year ended after the
effective date of the JOBS Act if, on the last day of its fiscal year, the issuer has total assets of
more than $10 million and such class of equity securities is “held of record” by 2,000 or more
persons. The form requires disclosure of information concerning the class of securities being
registered (such as dividend and voting rights in connection with common stock). This
information may be provided by incorporation by reference to a comparable description
contained in any other filing with the Commission.
Form 8-A is the special form for the registration of additional classes or series of
securities by an issuer that is required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act. Form 8-A does not require as detailed disclosure as Form 10 concerning the
issuer’s business because the use of Form 8-A by an issuer presupposes that more detailed
information is or will be available through periodic reports pursuant to Section 13 or 15(d). The
form requires disclosure of information concerning the particular class of securities being
registered (such as dividend and voting rights in connection with common stock). This
information may be provided by incorporation by reference to a comparable description
contained in any other filing with the Commission. The Commission believes that this
information is essential to a determination by an investor of the merits of the security. Form 8-A
is used by an issuer to register a class of securities under the Exchange Act at the same time it is
registering the securities under the Securities Act. By extending Section 12’s registration and
related disclosure requirements in this manner Congress reaffirmed the importance of disclosure
by issuers to the protection of investors.

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2.

Purpose and Use of the Information Collection

The information provided by Form 8-A is reproduced by private contractors directly from
the Commission’s public files. The Commission provides this information to security holders,
investors, brokers, dealers, investment banking firms, professional securities analysts and others
in evaluating securities and making investment and voting decisions with respect to them. In
addition, all investors benefit indirectly from the information filed on Form 8-A, as direct users
effect transactions in securities on the basis of the current information included in such filings,
thereby causing the market prices of the securities to reflect such information.
3.

Consideration Given to Information Technology

From 8-A is filed electronically using the Commission’s Electronic Data Gathering,
Analysis and Retrieval System (EDGAR).
4.

Duplication of Information

The Commission is involved in an ongoing program designed to integrate the disclosure
requirements of the Securities Act with the disclosure requirements of the Exchange Act.
5.

Reducing the Burden on Small Entities

Small issuers exempt from registration are not subject to Form 8-A requirements. This
includes the majority of small businesses.
6.

Consequences of Not Conducting Collection

The legislative intent for this information collection could not be met by fewer
collections. The protection of investors mandated by the Federal securities laws requires that
issuers of securities to be registered on national securities exchanges and of certain other publictraded securities discloses basis information about their securities to be registered in order that
potential investors may determine the merits thereof.
7.

Special Circumstances
There are no special circumstances at this time.

8.

Consultations with Persons Outside the Agency

No comments were received for this request during the 60 day comment period prior to
OMB’s review of this submission.
9.

Payment or Gift to Respondents
Not Applicable.

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10.

Confidentiality
Form 8-A is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be required
under this collection of information. The information collection collects basic Personally
Identifiable Information (PII) that may include name, job title, work telephone number, and work
address. However, the agency has determined that the information collection does not constitute
a system of record for purposes of the Privacy Act. Information is not retrieved by a personal
identifier. In accordance with Section 208 of the E-Government Act of 2002, the agency has
conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in connection with this
collection of information. The EDGAR PIA, published on January 29, 2016, is provided as a
supplemental document and is also available at https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden

For purposes of the Paperwork Reduction Act (“PRA”), we estimate that Form 8-A takes
approximately 3 hours per response to comply with the collection of information requirements
and is filed by 871 respondents. We derived our burden hour estimates by estimating the average
number of hours it would take an issuer to compile the necessary information and data, prepare
and review disclosure, file documents and retain records. In connection with rule amendments to
the form, we occasionally receive PRA estimates from public commenters about incremental
burdens that are used in our burden estimates. We believe that the actual burdens will likely vary
among individual companies based on the size and complexity of their organization and the
nature of their operations. We further estimate that 100% of the collection of information burden
is carried by the registrant internally. Based on our estimates, we calculated the total reporting
burden to be 2,613 hours (3 hours per response x 871 responses). For administrative
convenience, the presentation of the totals related to the paperwork burden hours have been
rounded to the nearest whole number and the cost totals have been rounded to the nearest dollar.
The estimated burden hours are made solely for the purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden
There is no annual cost burden.

14.

Costs to Federal Government
The estimated cost to the federal government is $1,000 to process Form 8-A.

15.

Reason for Change in Burden

The decrease in burden of -240 hours is due to a decrease in the number of Forms 8-A
filed with the Commission.

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16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit Expiration Date

We request authorization to omit the expiration date on the electronic version of the form.
Including the expiration date on the electronic version of the form will result in increased costs,
because the need to make changes to the form may not follow the application’s scheduled version
release dates. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.