Form F-80.supportingstatement.2015

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR REGISTRATION FORM F-80

A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

The Securities Act of 1933 ("Securities Act") was enacted in order to provide full
and fair disclosure with respect to publicly offered securities and to prevent frauds 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
and containing remedial provisions for fraud. 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 (the "Commission").
Form F-80 is a Securities Act registration forms pertaining to Canadian foreign
private issuers under the multijurisdictional disclosure system with Canada. Form F-80 is
used for the registration of securities to be issued in an exchange offer by a Canadian
foreign private issuer that has (1) less than forty percent of the class of securities subject
to the offer held by U.S. shareholders (other than U.S. affiliates of the issuer); (2) a class
of securities listed on a designated Canadian securities exchange for at least three
calendar months; and (3) the market value of its common stock held by non-affiliates
(“public float”) is at least C$75 million.
Form F-80 can also be used by certain Canadian foreign private issuers to register
securities issued in connection with business combinations, provided that certain
participants meet similar listing history, public float and U.S. security holder criteria.
Form F-80, along with the other forms and schedules adopted by the Commission is
designed to facilitate cross-border offerings by eligible Canadian foreign private issuers.
Although Form F-80 creates burden hours, its cost should be measured against the overall
savings resulting from the multijurisdictional disclosure system.
2.

Purpose and Use of the Information Collection

The principal function of the Commission's forms, schedules and rules under the
securities laws' disclosure provisions is to make information available to investors. The
information required to be filed with 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. Security holders, investors, broker-dealers, investment
banking firms, professional securities analysts and others use the Form F-80 information
in evaluating securities and making investment decisions with respect to such securities.
In addition, all investors benefit indirectly from submissions on Form F-80, as direct

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users effect transactions in securities on the basis of current information about the issuer's
business and operations included in such filings, thereby causing the market prices of the
securities to reflect such information.
3.

Consideration Given to Information Technology

Form F-80 is filed using the Commission’s Electronic Data Gathering, Analysis,
and Retrieval (EDGAR) system.
4.

Duplication of Information

Form F-80 is a document designed to provide investors in Canadian securities
with information concerning the registered securities and the Canadian foreign private
issuer. This information is not otherwise readily available in the United States.
5.

Reducing the Burden on Small Entities

All exchange offer filings on Form F-80 will be made by Canadian foreign private
issuers of securities with a public float of at least C$75 million. These issuers should
have the resources available to prepare the necessary information for the Commission.
Some small entities will not be eligible to use Form F-80. However, those that are will be
relieved of the burden of filing a Form S-1, a Form F-1, or other registration statement
with the Commission.
6.

Consequences of Not Conducting Collection

Persons in the United States considering investment in securities issued by
Canadian companies would find it more difficult and expensive to obtain the necessary
information if the issuers were not required to file the prospectus and other necessary
information with the Commission. Also, less frequent reporting by foreign issuers would
discriminate against domestic issuers.
7.

Special Circumstances
Not applicable.

8.

Consultations with Persons Outside the Agency

Form F-80 was proposed for public comment. 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.

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10.

Confidentially
Form F-80 is a public document.

11.

Sensitive Questions

No information of a sensitive nature would be required under this collection of
information. The information collection collects basic Personally Identifiable
Information (PII) that may include name, business address, and residential address (for
sole proprietor only), telephone/cellular/facsimile number, email address, and Tax ID
Number (TIN). The information collection is covered under the System of Records
Notices (SORN), which may be found at the following link:
http://www.sec.gov/about/privacy/sorn/secsorn1.pdf. The Privacy Impact Assessment
(PIA) is provided as a supplemental document.
12.

Estimate of Respondent Reporting Burden

For purpose of the Paperwork Reduction Act (“PRA”), we estimate that Form
F-80 takes approximately 2 hours per response to prepare and is filed by approximately 4
Canadian foreign private issuers. The estimate of two hours of burden is based upon the
amount of time necessary to compile the registration statement using the existing
Canadian prospectus plus any additional information required by the Commission. In
connection with rule amendments to the form, we occasionally receive PRA estimates
from public commenters about incremental burdens that are used in our burden estimates.
We believe that the actual burdens will likely vary among individual companies based on
the size and complexity of their organization and the nature of their operations. We
estimate that 100% of the burden is carried by outside professionals retained by the
company to assist in the preparation of the form. Based on our estimates, we calculated
that total reporting burden to be 8 hours (2 hours per response x 4 responses). For
administrative convenience, the presentation of the totals related to the paperwork burden
hours have been rounded to the nearest whole number and the cost totals have been
rounded to the nearest dollar. The estimated burden hours are made solely for the
purpose of the Paperwork Reduction Act.
13.

Estimate of Total Annualized Cost Burden

We estimate that 100% of the 2 hours per response is carried out by the outside
counsel hired by the company. We estimate an hourly cost of $400 for outside legal and
accounting services used in connection with public company reporting. This estimate is
based on our consultations with registrants and professional firms who regularly assist
registrants in preparing and filing disclosure documents with the Commission. Based on
this estimate, we calculated that total burden cost to be $3,200 ($400 x 2 hours per
response x 4 responses). Our estimates reflect average burdens, and, therefore, some
companies may experience costs in excess of our estimates and some companies may
experience costs that are lower than our estimates. For administrative convenience, the

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presentation of the totals related to the paperwork burden hours have been rounded to the
nearest whole number and the cost totals have been rounded to the nearest dollar. The
cost estimate is made solely for the purpose of the Paperwork Reduction Act.
14.

Costs to Federal Government

Regarding the cost to the Federal Government, the Commission costs associated
with the multijurisdictional disclosure system are approximately $1,500.
15.

Reason for Change in Burden
There is no change in burden.

16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit Expiration Date

We request authorization to omit the expiration date on the electronic version of
the form. Including the expiration date on the electronic version of the form will result in
increased costs, because the need to make changes to the form may not follow the
application’s scheduled version release dates. The OMB control number will be
displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.