"Form F-10 is used by certain Canadian issuers who qualify for the multijurisdictional disclosure system set up between the Securities and Exchange Commission and the provincial securities regulators in Canada. Form F-10 is a registration statement used to register any kind of security, except derivative securities (other than certain warrants, options, rights and convertible securities), under the Securities Act of 1933 (Securities Act). Subject to certain restrictions, eligible securities include securities to be issued in an exchange offer or in connection with a statutory amalgamation, merger, arrangement or other reorganization requiring the vote of shareholders of the participating companies (business combination).
Form F-10 may not be used for the registration of securities if no takeover bid circular or issuer bid circular (in the case of an exchange offer), information circular (in the case of a business combination) or prospectus (in all other cases) is prepared under the requirements of any Canadian jurisdiction due to the availability of an exemption from such requirements as Form F-10 acts as a wraparound for the relevant Canadian offering documents. In addition, securities registered on Form F-10 must still be offered in compliance with state blue sky securities laws, absent an exemption or federal pre-emption."
http://us.practicallaw.com/6-565-3105
