Supporting Statement for Form F-10
A. Justification
1. Necessity of Information Collection
The Securities Act of 1933 (the “Securities Act “) was enacted in order to provide full and fair disclosure with respect to publicly offered securities and to prevent fraud in connection with such offerings. The Securities Act carries out this purpose by requiring the filing of a registration statement in connection with public distributions of securities by issuers and their control persons. Schedule A of the Securities Act specifies the general types of information that must be disclosed in registration statements filed with the Securities and Exchange Commission (“Commission”). The Commission has authority, under Section 19 of the Securities Act, to promulgate rules to carry out the provisions of the Securities Act.
Form F-10 is one of five registration forms pertaining to Canadian issuers. The Commission adopted Form F-10 to be used by Canadian “substantial issuers,” those issuers with at least a three-year reporting history with a securities commission in Canada, a market value of common stock of at least C$360 million, and an aggregate market value of common stock held by non-affiliates of at least C$75 million. Form F-10 is designed to facilitate cross-border offerings by these Canadian issuers.
The disclosure items of Form F-10, combined with the disclosure which has already been approved by a Canadian securities commission, reflect the Commission’s experience and best judgment as to information regarding an issuer and the offering that should be required to be disclosed to prospective investors.
2. Purposes of, and Consequences of Not Requiring, the Information Collection
The principal function of the Commission’s forms and rules under the securities laws’ disclosure provisions is to make information available to investors. The information required by the Commission permits verification of compliance with securities law requirements and assures the public availability and dissemination of such information. Private contractors reproduce much of the filed information and provide it to private parties. Many other persons obtain information directly from the Commission’s files located in the Public Reference Room. The information on Form F-10 can be used by security holders and investors, others in evaluating securities and making investment decisions with respect to such securities.
3. Role of Improved Information Technology and Obstacles to Reducing Burden
Canadian issuers are required to file Form F-10 electronically using the Commission’s Electronic Data Gathering, Analysis and Retrieval (EDGAR) system.
4. Duplication
Form F-10 is a document designed to provide investors in Canadian securities with information concerning the registered securities and the Canadian issuer. This information is not readily available in the United States. Also, the disclosure regulations of various countries differ greatly and annual or similar reports may not contain all of the information mandated by Schedule A of the Securities Act as necessary for U.S. investors.
5. Methods Used to Minimize Burden on Small Entities
All filings on Form F-10 are made by Canadian registrants that are “substantial issuers” of securities with a market value for their securities of at least C$75 million. We believe these issuers have the resources available to prepare the necessary information for the Commission. However, those small entities that meet the definition of a “substantial issuer” are eligible to use Form F-10. As a result, they would be relieved of the burden of filing Form S-1, Form F-1, or other registration forms with the Commission.
6. Description of Consequences of Less Frequent Collection
Persons considering investment in securities issued by Canadian companies would find it more difficult and expensive to obtain the necessary information without regulatory requirements imposed by the Commission. Also, to require less frequent reporting by foreign issuers would discriminate against domestic issuers.
7. Inconsistencies with Guidelines in 5 CFR 1320.6
Not applicable.
8. Consultation outside the Agency
Form F-10 was proposed for public comments. No comments were received during the 60-day comment period prior to OMB’s review of this submission.
9. Payment or Gift to Respondents
Not applicable.
10. Assurance of Confidentiality
Form F-10 is a public document.
11. Sensitive Questions
Not applicable.
12. Estimate of Respondent Reporting Burden
Form F-10 takes approximately 25 hours per response to prepare and is filed by 75 respondents. We estimate that 25% of the 25 hours per response (6.25 hours) filer for annual reporting burden of 469 hours (6.25 hours per response x 75 responses). The estimated burden hours are made solely for the purposes of the Paperwork Reduction Act.
13. Estimate of Total Annualized Cost Burden
The remaining 75% of the 25 hours per response (18.75 hours) is prepared by outside counsel. We estimate the law firm cost to be $400 per hour ($400 per hour x 18.75 hours per response x 75 responses) for a total cost burden of $562,500. The estimated cost is made solely for the purposes of the Paperwork Reduction Act. The cost burden is not derived from a comprehensive or even a representative survey or study of the cost of Commission rules and forms.
14. Estimated Cost to the Federal Government
Regarding the costs to the federal government, the Commission costs associated with the multijurisdictional registration system are approximately $12,000. This figure is based upon the computation of staff time devoted to this project and the related overhead cost, valued at 35% of staff time.
15. Explanation of Changes in Burden
The increase in cost burden is due to an adjustment. The cost burden increased by $140,500 due to the Commission increasing its cost estimate from $300 per hour to $400 per hour for outside counselors.
16. Information Collections Planned for Statistical Purposes
Not applicable.
17. Explanation as to Why Expiration Date Will Not Be Displayed
Not applicable.
18. Exception to Certification
Not applicable.
B. Collection of Information Employing Statistical Methods
Not applicable.
| File Type | application/msword |
| File Title | Supporting Statement For Registration Form F-10 |
| Author | U.S. |
| Last Modified By | crawleyp |
| File Modified | 2009-05-05 |
| File Created | 2009-05-04 |