Form 10-12B
Encyclopedia
Form 10-12B is a U.S. SEC filing
used to register securities pursuant to Section 12(b) of the Securities Exchange Act of 1934
in the United States
.
SEC filing
An SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission . Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financial professionals rely on these filings for information...
used to register securities pursuant to Section 12(b) of the Securities Exchange Act of 1934
Securities Exchange Act of 1934
The Securities Exchange Act of 1934 , , codified at et seq., is a law governing the secondary trading of securities in the United States of America. It was a sweeping piece of legislation...
in the United States
United States
The United States of America is a federal constitutional republic comprising fifty states and a federal district...
.
Form Uses
This form is one of the most useful of the security registration forms because it relates to securities created as a result of a spin-off.Reading the Form
There are three major portions of the 10-12B form:- Letter to Shareholders from Parent Company - This provides a history of the parent company, their reason for the spin-off, and other relevant information.
- Information Statement - This section contains all the information investors need to know. Occasionally, portions of this section will be left blank and amended (with 10-12B/A filings) at a later time.
- Financial Information - This section contains all the financial information, including pro-forma statements. These statements show what the financials would look like if the spun off division were its own company in the past.