Form F-8.Supporting Statement.2013

SUPPORTING STATEMENT 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, 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.

Purposes 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. Also, all investors benefit indirectly
from submissions on Form F-8, as direct 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-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
Not applicable.

8.

Consultations with Persons Outside the Agency

Form F-8 was proposed for public comment. No comments were received during
the 60-day comments period prior to OMB’s review this submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality
Form F-8 is public document.

11.

Sensitive Questions
Not applicable.

12.

Estimate of Respondent Reporting Burden

Form F-8 takes approximately one hour per response to prepared and is filed by
10 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 3 hours
(15minutes/60minutes x 10 responses = 2.5 hours rounded to 3 hours). The estimated
burden hours are made solely for the purposes of the Paperwork Reduction Act. They are
not derived from a comprehensive or even a representative survey or study of the cost of
Commission rules and forms.

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13.

Estimate of Total Annualized Cost Burden

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 75%
of the one hour (45minutes/60minutes) x 10) for a total cost of $3,000. The estimated
cost burden is made solely for the purposes of the Paperwork Reduction Act and is not
derived from a comprehensive or even a representative survey or study of the cost of
Commission rules and forms.
14.

Costs to Federal Government

The estimated cost of preparing the proposal was approximately $60,000. This
estimate has been computed based on the computation of staff time devoted to this
activity and the related overhead cost, valued at 35 percent of staff time.
15.

Reason for Change in Burden
Not applicable.

16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of
this form for design and scheduling reasons. The OMB control number will be displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

STATISTICAL METHODS
Not applicable.