What was SEC Form 8A12BEF?
The SEC Form 8A12BEF was used to register listed debt securities (bonds) with the Securities and Exchange Commission (SEC) pursuant to Section 12 (b) of the Securities Exchange Act of 1934. Since then, the SEC Form 8A12BEF has been superseded by Form 8-A12B.
- SEC Form 8A12BEF was a mandatory filing with the Securities and Exchange Commission (SEC) for debt securities.
- Now, taxpayers use the SEC Form 8-A12B to record securities (stocks or debts).
- Securities registration filings start with Form 8-A and then based on choices made on the form designated as the specific form, such as 8-A12B.
- Form 8-A has a check box to select to record values in relation to 12b or 12g of the Securities and Exchange Act of 1934.
- If the box to present values under 12g of the Act, Form 8-A is designated as Form 8-A12G.
Understanding SEC Form 8A12BEF
The SEC Form 8A12BEF was used when a company wanted to issue debt securities that would be traded on a public exchange. The SEC Form 8A12BEF was automatically effective upon filing, hence the “EF” on Form 8A12BEF. When a company wanted to issue bonds that would be traded on a public exchange, it had to submit this form. Now, companies use Form 8-A12B, which is the form to issue any type of security (debt or equity).
Rule 12 (b) of the Securities Exchange Act of 1934 states that when an issuer requests the registration of securities, the issuer must provide detailed information about the issuer and the offering.
Issuers must provide details such as interest rate and maturity. The “EF” was removed from Form 8A12B as the option for the filing to be effective immediately or at some point in the future was removed.
Example of SEC Form 8A12BEF
Here is an example of the SEC Form 8A12BEF prior to its removal. This is a 1996 Toll Brothers SEC FORM 8A12BEF filing form. Note that the box for the registration to be effective immediately is checked.
Note that the Toll Brothers filing also lists the offer details. Toll Brothers was posting senior subordinated notes due 2006 at 8.75% interest, which would be listed on the New York Stock Exchange (NYSE).
As another example, here is a more recent filing from DTE Energy Company that is filing as the newer Form 8-A12B. Again, it is a Form 8-A that has certain designations or classifications that make it this specific form. In the case of Facebook, it is a Form 8-A with the designation 12b marked, which means that the form “relates to the registration of a class of securities in accordance with Section 12 (b) of the Stock Exchange Law” .
Note that DTE Energy’s Form 8-A12B submission (dated December 7, 2011) was for the 6.50% Series I Junior Subordinated Notes due 2061.
SEC Form 8A12BEF vs. SEC Form 8-A12G
As mentioned, the difference between SEC Form 8-A12B and Form 8-A12G is which box is checked on Form 8-A. For example, Form 8-A below is designated as Form 8-A12G, since that is the box that is checked. Orchard Supply Hardware Stores Corporation filed this Form 8-A12G in December 2011 (again, note that the box that says “this form relates to the registration of a class of securities pursuant to Section 12 (g) of the Exchange Act “is checked).