Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 12g-3 -- Registration of Securities of Successor Issuers under Section 12(b) or 12(g)

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1. Where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of an issuer that are not already registered pursuant to section 12 of the Act are issued to the holders of any class of securities of another issuer that is registered pursuant to either section 12 (b) or (g) of the Act, the class of securities so issued shall be deemed to be registered under the same paragraph of section 12 of the Act unless upon consummation of the succession:
   
   
   1. Such class is exempt from such registration other than by Rule 12g3-2;
      
      
   2. All securities of such class are held of record by less than 300 persons; or
      
      
   3. The securities issued in connection with the succession were registered on Form F-8 or Form F-80 and following succession the successor would not be required to register such class of securities under section 12 of the Act but for this section.
      
      
2. Where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of an issuer that are not already registered pursuant to section 12 of the Act are issued to the holders of any class of securities of another issuer that is required to file a registration statement pursuant to either section 12(b) or (g) of the Act but has not yet done so, the duty to file such statement shall be deemed to have been assumed by the issuer of the class of securities so issued. The successor issuer shall file a registration statement pursuant to the same paragraph of section 12 of the Act with respect to such class within the period of time the predecessor issuer would have been required to file such a statement unless upon consummation of the succession:
   
   
   1. Such class is exempt from such registration other than by Rule 12g3-2;
      
      
   2. All securities of such class are held of record by less than 300 persons; or
      
      
   3. The securities issued in connection with the succession were registered on Form F-8 or Form F-80 and following the succession the successor would not be required to register such class of securities under section 12 of the Act but for this section.
      
      
3. Where in connection with a succession by merger, consolidation, exchange of securities, acquisition of assets or otherwise, securities of an issuer that are not already registered pursuant to section 12 of the Act are issued to the holders of classes of securities of two or more other issuers that are each registered pursuant to section 12 of the Act, the class of securities so issued shall be deemed to be registered under section 12 of the Act unless upon consummation of the succession:
   
   
   1. Such class is exempt from such registration other than by Rule 12g3-2;
      
      
   2. All securities of such class are held of record by less than 300 persons; or
      
      
   3. The securities issued in connection with the succession were registered on Form F-8 or Form F-80 and following succession the successor would not be required to register such class of securities under section 12 of the Act but for this section.
      
      
4. If the classes of securities issued by two or more predecessor issuers (as described in paragraph (c) of this section) are registered under the same paragraph of section 12 of the Act, the class of securities issued by the successor issuer shall be deemed registered under the same paragraph of section 12 of the Act. If the classes of securities issued by the predecessor issuers are not registered under the same paragraph of section 12 of the Act, the class of securities issued by the successor issuer shall be deemed registered under section 12(g) of the Act.
   
   
5. An issuer that is deemed to have a class of securities registered pursuant to section 12 of the Act according to paragraph (a), (b), (c) or (d) of this section shall file reports on the same forms and such class of securities shall be subject to the provisions of sections 14 and 16 of the Act to the same extent as the predecessor issuers, except as follows:
   
   
   1. An issuer that is not a foreign issuer shall not be eligible to file on Form 20-F or to use the exemption in Rule 3a12-3.
      
      
   2. A foreign private issuer shall be eligible to file on Form 20-F and to use the exemption in Rule 3a12-3.
      
      
6. An issuer that is deemed to have a class of securities registered pursuant to section 12 of the Act according to paragraphs (a), (b), (c) or (d) of this section shall indicate in the Form 8-K report filed with the Commission in connection with the succession, pursuant to the requirements of Form 8-K, the paragraph of section 12 of the Act under which the class of securities issued by the successor issuer is deemed registered by operation of paragraphs (a), (b), (c) or (d) of this section. If a successor issuer that is deemed registered under section 12(g) of the Act by paragraph (d) of this section intends to list a class of securities on a national securities exchange, it must file a registration statement pursuant to section 12(b) of the Act with respect to that class of securities.
   
   
7. An issuer that is deemed to have a class of securities registered pursuant to section 12 of the Act according to paragraph (a), (b), (c) or (d) of this section shall file an annual report for each fiscal year beginning on or after the date as of which the succession occurred. Annual reports shall be filed within the period specified in the appropriate form. Each such issuer shall file an annual report for each of its predecessors that had securities registered pursuant to section 12 of the Act covering the last full fiscal year of the predecessor before the registrant's succession, unless such report has been filed by the predecessor. Such annual report shall contain information that would be required if filed by the predecessor.

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