Form F-8.Supporting Statement.2022

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM F-8
A.

JUSTIFICATION
1

Circumstances Making the Collection of Information Necessary

Form F-8 is one of several Securities Act registration forms available to Canadian
foreign private issuers under the multijurisdictional disclosure system. Form F-8 is used
for the registration of securities to be issued in an exchange offer by Canadian issuers
with at least thirty-six calendar months of reporting history with a securities commission
in Canada. Along with a class of securities listed on a designated Canadian securities
exchange and a market value of common stock held by non-affiliates of at least $75
million (Canadian). Form F-8, along with the other multijurisdictional forms and
schedules, is designed to facilitate cross-border offerings by specified Canadian issuers.
The disclosure items of Form F-8, combined with the disclosure that 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.

Purpose and Use of the Information Collection

The information collected 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. The information on Form F-8 can be
used by security holders, investors, broker-dealers, investment banking firms,
professional securities analysts and others in evaluating securities and when making
investment decision with respect to such securities. In addition, all investors benefit
indirectly from submissions on Form F-8, as direct users effect transactions in securities
based on 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-8 is filed electronically using the Commission’s Electronic Data
Gathering, Analysis and Retrieval (EDGAR) system.
4.

Duplication of Information

Form F-8 is a document designed to provide investors in Canadian securities with
information concerning the registered securities and the Canadian issuer. This
information is not otherwise readily available in the United States.

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5.

Reducing the Burden on Small Entities

All filings on Form F-8 are made by Canadian issuers of securities with a market
value for their securities held by non-affiliates of at least $75 million (Canadian).
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 issuer were not required to file the prospectus and other necessary
information with the Commission. Also, to require less frequent reporting by foreign
issuers would discriminate against domestic issuers.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comments period prior to OMB’s
review of this submission.
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form F-8 is a public document.

11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include name and job title. However,
the agency has determined that the information collection does not constitute a system of
record for purposes of the Privacy Act. Information is not retrieved by a personal
identifier. In accordance with Section 208 of the E-Government Act of 2002, the agency
has conducted a Privacy Impact Assessment (PIA) of the EDGAR system, in connection
with this collection of information. The EDGAR PIA, published on February 5, 2020, is
also provided as a supplemental document and is available at ttps://www.sec.gov/privacy.

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12.

Estimate of Respondent Reporting Burden
Estimated Reporting Burden
Information
Collection
Title
Form F-8

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0378

5

1

Form F-8 takes approximately one hour per response to prepared and is filed by 5
respondents. We estimate that 25% of the one hour per response (15 minutes) is prepared
by the company for a total annual reporting burden of one hour (15minutes/60minutes x 5
responses = 1.25 hours rounded to the nearest whole number). We derived our burden
hour estimates by estimating the average number of hours it would take a Canadian issuer
to compile the necessary information and data, prepare and review disclosure, file
documents and retain records. 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. For administrative convenience, the presentation of the
total related to the paperwork burden hours has been rounded to the nearest whole
number. The estimated burden hours is made solely for the purpose of the Paperwork
Reduction Act.
13.

Estimate of Total Annualized Cost Burden
Estimated Cost Burden
Information
Collection
Title
Form F-8

OMB Control
Number

Number of
Responses

Cost
Burden

3235-0378

5

$1,500

We estimate that 75% of the one hour per response (45 minutes) is prepared by
the company’s outside counsel. We estimate that it will cost $400 per hour ($400 x
(45minutes/60minutes) x 5 responses) for a total cost of $1,500. 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. 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 presentation of the total related to the paperwork cost burden has been rounded to the
nearest dollar. The estimated cost burden is made solely for the purposes of the
Paperwork Reduction Act.

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14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including
registration statements, post-effective amendments, proxy statements, annual reports and
other filings of operating companies amounted to approximately $125,800,170 in fiscal
year 2021, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.
15.

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

16.

Information Collection Planned for Statistical Purposes
The information collection is not planned for statistical purposes.

17.

Approval to Omit OMB 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

There are no exceptions to certification for the Paperwork Reduction Act
submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.