Form 10-K405 is an SEC filing to the US Securities and Exchange Commission (SEC) that indicates that an officer or director of a public company failed to file a Form 4 (or related Form 3 or Form 5) on time, in violation of Section 16 - meaning that they did not disclose their insider trading activities within the required time period. [1]
Prior to 2003, 10-K forms submitted to the SEC contained the following qualifier:
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of registrant's knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
If this box is checked on the form, the SEC asks that it be filed as a 10-K405. Otherwise the form is filed as a 10-K. Other than the checkbox, the SEC indicates there is no difference in substance between the two forms. For the years where electronic filing has been required, almost one-third of the filings are registered as a 10-K405. This classification was discontinued after 2002.
According to the Branch of Public Reference at the SEC:
The requirement to designate a Form 10-K as a Form 10-K405 was eliminated after it was determined that the use of the designation by companies was inconsistent and therefore not reliable. The form type is no longer accepted by the EDGAR system.
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. Its primary purpose is to enforce laws against market manipulation.
The Sarbanes–Oxley Act of 2002 is a United States federal law that mandates certain practices in financial record keeping and reporting for corporations. The act, Pub. L. 107–204 (text)(PDF), 116 Stat. 745, enacted July 30, 2002, also known as the "Public Company Accounting Reform and Investor Protection Act" and "Corporate and Auditing Accountability, Responsibility, and Transparency Act" and more commonly called Sarbanes–Oxley, SOX or Sarbox, contains eleven sections that place requirements on all U.S. public company boards of directors and management and public accounting firms. A number of provisions of the Act also apply to privately held companies, such as the willful destruction of evidence to impede a federal investigation.
The Securities Act of 1933, also known as the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, and the '33 Act, was enacted by the United States Congress on May 27, 1933, during the Great Depression and after the stock market crash of 1929. It is an integral part of United States securities regulation. It is legislated pursuant to the Interstate Commerce Clause of the Constitution.
EDGAR is an internal database system operated by the U.S. Securities and Exchange Commission (SEC) that performs automated collection, validation, indexing, and accepted forwarding of submissions by companies and others who are required by law to file forms with the SEC. The database contains a wealth of information about the commission and the securities industry which is freely available to the public via the Internet.
An American depositary receipt is a negotiable security that represents securities of a foreign company and allows that company's shares to trade in the U.S. financial markets.
The Securities Exchange Act of 1934 is a law governing the secondary trading of securities in the United States of America. A landmark piece of wide-ranging legislation, the Act of '34 and related statutes form the basis of regulation of the financial markets and their participants in the United States. The 1934 Act also established the Securities and Exchange Commission (SEC), the agency primarily responsible for enforcement of United States federal securities law.
The SEC filing is a financial statement or other formal document submitted to the U.S. Securities and Exchange Commission (SEC). Public companies, certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financial professionals rely on these filings for information about companies they are evaluating for investment purposes. Many, but not all SEC filings are available online through the SEC's EDGAR database and as structured datasets in the Harvard Dataverse.
A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission (SEC), that gives a comprehensive summary of a company's financial performance. Although similarly named, the annual report on Form 10-K is distinct from the often glossy "annual report to shareholders", which a company must send to its shareholders when it holds an annual meeting to elect directors. The 10-K includes information such as company history, organizational structure, executive compensation, equity, subsidiaries, and audited financial statements, among other information.
Securities regulation in the United States is the field of U.S. law that covers transactions and other dealings with securities. The term is usually understood to include both federal and state-level regulation by governmental regulatory agencies, but sometimes may also encompass listing requirements of exchanges like the New York Stock Exchange and rules of self-regulatory organizations like the Financial Industry Regulatory Authority (FINRA).
Form 10-Q, is a quarterly report mandated by the United States federal Securities and Exchange Commission, to be filed by publicly traded corporations.
A prospectus, in finance, is a disclosure document that describes a financial security for potential buyers. It commonly provides investors with material information about mutual funds, stocks, bonds and other investments, such as a description of the company's business, financial statements, biographies of officers and directors, detailed information about their compensation, any litigation that is taking place, a list of material properties and any other material information. In the context of an individual securities offering, such as an initial public offering, a prospectus is distributed by underwriters or other financial firms to potential investors. Today, prospectuses are most widely distributed through websites such as EDGAR and its equivalents in other countries.
Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to shareholders or the United States Securities and Exchange Commission. This is one of the most common types of forms filed with the SEC. After a significant event like bankruptcy or departure of a CEO, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quarterly reports on Form 10-Q and/or Annual Reports on Form 10-K. Form 8-K is required to be filed by public companies with the SEC pursuant to the Securities Exchange Act of 1934, as amended.
Form S-1 is an SEC filing used by companies planning on going public to register their securities with the U.S. Securities and Exchange Commission (SEC) as the "registration statement by the Securities Act of 1933". The S-1 contains the basic business and financial information on an issuer with respect to a specific securities offering. Investors may use the prospectus to consider the merits of an offering and make educated investment decisions. A prospectus is one of the main documents used by an investor to research a company prior to an initial public offering (IPO). Other less detailed registration forms, such as Form S-3, may be used for certain registrations.
Form 6K is an SEC filing submitted to the U.S. Securities and Exchange Commission used by certain foreign private issuers to provide information that is:
Form 144, required under Rule 144, is filed by a person who intends to sell either restricted securities or control securities. Form 144 is notification to the SEC of this intention to sell and must take place at the time the sell order is placed with the broker-dealer. The securities may be sold within the 90-day period after Form 144 is filed.
Form 13F is a quarterly report filed, per United States Securities and Exchange Commission regulations, by "institutional investment managers" with control over $100M in assets to the SEC, listing all equity assets under management. Academic researchers make these reports freely available as structured datasets.
Form 20-F is an SEC filing submitted to the US Securities and Exchange Commission used by certain foreign private issuers to provide information. The form is used by companies where 50% or less of the total amount of voting shares are held by American Citizens, but its shares can be traded on an American Exchange. The purpose of the form is to standardize the reports of foreign businesses for the American Markets.
The uniform net capital rule is a rule created by the U.S. Securities and Exchange Commission ("SEC") in 1975 to regulate directly the ability of broker-dealers to meet their financial obligations to customers and other creditors. Broker-dealers are companies that trade securities for customers and for their own accounts.
Camelot Entertainment Group, Inc. ("CMGR"), is a public company based in Irvine, California, with three subsidiaries: Camelot Films, Camelot Distribution Group, including DarKnight Pictures, and Camelot Studio Group. Camelot is in the process of rebuilding its production and distribution subsidiaries as it continues to work on its Studio Group developments. As of March 1, 2018, Camelot is working toward filing a new S-1 Registration Statement in order to regain its fully reporting status and resume trading. The company has not traded since July 23, 2013, when it was unable to complete its annual and quarterly filing requirements due to lack of funding. In the interim, the company has divested itself of most of the titles it was representing for distribution as part of an overall restructuring. In addition to divesting the film library acquired in 2010, the company has now worked through most of the prior legal issues that arose from the acquisition of the library and is now in a position to move forward with its S-1 Registration. Going forward, Camelot will focus on acquiring and producing content through its Camelot Films subsidiary, direct to consumer ("DTC") digital distribution domestically as it rebuilds its foreign sales operations through its Camelot Distribution Group subsidiary, and the launch of its long planned Camelot Studio Group facility.
Regulation S-K is a prescribed regulation under the US Securities Act of 1933 that lays out reporting requirements for various SEC filings used by public companies. Companies are also often called issuers, filers or registrants.