SEC Form 8-B12G

SEC Form 8-B12G is a filing with the Securities and Exchange Commission (SEC) concerning the registration of securities of certain successor issuers, pursuant to section 12(g) of the Securities Exchange Act of 1934. Section 12(g) concerns the registration of a security by its issuer. This section specifically discuss exemption to the rules and the types of issuers that may be exempt from the 1934 Securities Exchange Act's requirement of registering the issuance of securities.

In general, SEC Form 8-B12G is part of a specialized registration form (SEC Form 8-B) used by certain issuers with no securities registered under the 1934 Securities Exchange Act, that succeed to another issuer which had securities that were registered at the the time of the succession.

Any registrant that, immediately prior to the time of filing a registration statement on this form that is... 

• Required to file reports pursuant to Section 13 (15 U.S.C. 78m) or 15(d) (15 U.S.C. 78o(d)) of the Securities Exchange Act of 1934
• Has filed all reports and other materials required to be filed by such requirements during the preceding 12 months (or for such shorter period that the registrant was required to file such reports and materials) 
• Is not a shell company (as defined in §230.405 of this chapter) and has not been a shell company for at least 60 calendar days previously (subject to the exception in paragraph (a)(7) of this Instruction A.1.)
• Has been a shell company at any time previously, has filed current Form 10 information with the Commission at least 60 calendar days previously reflecting its status as an entity that is not a shell company (subject to the exception in paragraph (a)(7) of this Instruction A.1.)

...may use this form for registration under the Securities Act of 1933. 

Securities of the registrant must be offered under any employee benefit plan to its employees or employees of its subsidiaries or parents. For purposes of this form, the term “employee benefit plan” is defined in Rule 405 of Regulation C (230.405). For purposes of this form, the term “employee” is defined as any employee, director, general partner, trustee (where the registrant is a business trust), officer, or consultant or advisor. Form S-8 is available for the issuance of securities to consultants or advisors only if the services are not in connection with the offeror sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the registrant’s securities.