Form 8-K

Last updated

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. [1]

Contents

When Form 8-K is required

Form 8-K is used to notify investors of a current event. [2] These types of events include:

Investors should always read any 8-K filings that are made by companies in which they are invested. These reports are often material to the company, and frequently contain information that will affect the share price.

Reading Form 8K

Typically an 8-K filing will only have two major parts: the name and description of the event and any exhibits that are relevant. The name and description of the event contains all the information that the company considers relevant to shareholders and the SEC. It is important to read this information, as it has been deemed "material" by the company. Any exhibits that are relevant may include financial statements, press releases, data tables, or other information that is referenced in the description of the event.

Form 8K Items

The 8-K items are defined in the following table. [3]

Section 1Registrant's Business and Operations
Item 1.01Entry into a Material Definitive Agreement
Item 1.02Termination of a Material Definitive Agreement
Item 1.03Bankruptcy or Receivership
Item 1.04Mine Safety - Reporting of Shutdowns and Patterns of Violations
Section 2Financial Information
Item 2.01Completion of Acquisition or Disposition of Assets
Item 2.02Results of Operations and Financial Condition
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.04Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.05Costs Associated with Exit or Disposal Activities
Item 2.06Material Impairments
Section 3Securities and Trading Markets
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.02Unregistered Sales of Equity Securities
Item 3.03Material Modification to Rights of Security Holders
Section 4Matters Related to Accountants and Financial Statements
Item 4.01Changes in Registrant's Certifying Accountant
Item 4.02Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Section 5Corporate Governance and Management
Item 5.01Changes in Control of Registrant
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.04Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.05Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Item 5.06Change in Shell Company Status
Item 5.07Submission of Matters to a Vote of Security Holders
Item 5.08Shareholder Director Nominations
Section 6Asset-Backed Securities
Item 6.01ABS Informational and Computational Material
Item 6.02Change of Servicer or Trustee
Item 6.03Change in Credit Enhancement or Other External Support
Item 6.04Failure to Make a Required Distribution
Item 6.05Securities Act Updating Disclosure
Section 7Regulation FD
Item 7.01Regulation FD Disclosure
Section 8Other Events
Item 8.01Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)
Section 9Financial Statements and Exhibits
Item 9.01Financial Statements and Exhibits

Historical Form 8K Items

Prior to August 23, 2004, [4] 8-K items were filed under different item numbers. Those historical items are displayed in the table below.

Item 1Changes in Control of Registrant
Item 2Acquisition or Disposition of Assets
Item 3Bankruptcy or Receivership
Item 4Changes in Registrant's Certifying Accountant
Item 5Other Events
Item 6Resignation of Registrant's Directors
Item 7Financial Statements and Exhibits
Item 8Change in Fiscal Year
Item 9Regulation FD Disclosure
Item 10Amendments to the Registrant's Code of Ethics
Item 11Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 12Results of Operations and Financial Condition

Related Research Articles

<span class="mw-page-title-main">U.S. Securities and Exchange Commission</span> Government agency overseeing stock exchanges

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. The primary purpose of the SEC is to enforce the law against market manipulation.

<span class="mw-page-title-main">Sarbanes–Oxley Act</span> United States law covering finance and accountability

The Sarbanes–Oxley Act of 2002 is a United States federal law that mandates certain practices in financial record keeping and reporting for corporations.

<span class="mw-page-title-main">Financial statement</span> Formal record of the financial activities and position of a business, person, or other entity

Financial statements are formal records of the financial activities and position of a business, person, or other entity.

<span class="mw-page-title-main">Securities Act of 1933</span> US federal law regulating securities

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.

<span class="mw-page-title-main">American depositary receipt</span> Security representing ownership of an underlying number of shares of a foreign company

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.

<span class="mw-page-title-main">Securities Exchange Act of 1934</span> 1934 U.S. legislation establishing rules and regulatory bodies for 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 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.

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.

A reverse takeover (RTO), reverse merger, or reverse IPO is the acquisition of a public company by a private company so that the private company can bypass the lengthy and complex process of going public. Sometimes, conversely, the public company is bought by the private company through an asset swap and share issue. The transaction typically requires reorganization of capitalization of the acquiring company.

OTC Markets Group is an American financial market providing price and liquidity information for almost 10,000 over-the-counter (OTC) securities. The group has its headquarters in New York City. OTC-traded securities are organized into three markets to inform investors of opportunities and risks: OTCQX, OTCQB and Pink.

The Private Securities Litigation Reform Act of 1995, Pub. L. 104–67 (text)(PDF), 109 Stat. 737 ("PSLRA") implemented several substantive changes in the United States that have affected certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation, and awards fees and expenses.

<span class="mw-page-title-main">United States securities regulation</span> Llaw and regulations that relate to Securities

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).

A proxy statement is a statement required of a firm when soliciting shareholder votes. This statement is filed in advance of the annual meeting. The firm needs to file a proxy statement, otherwise known as a Form DEF 14A, with the U.S. Securities and Exchange Commission. This statement is useful in assessing how management is paid and potential conflict of interest issues with auditors.

<span class="mw-page-title-main">Prospectus (finance)</span>

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 brokerages to potential investors. Today, prospectuses are most widely distributed through websites such as EDGAR and its equivalents in other countries.

A special purpose acquisition company, also known as a "blank check company", is a shell corporation listed on a stock exchange with the purpose of acquiring a private company, thus making it public without going through the traditional initial public offering process and the associated regulations thereof. According to the U.S. Securities and Exchange Commission (SEC), SPACs are created specifically to pool funds to finance a future merger or acquisition opportunity within a set timeframe; these opportunities usually have yet to be identified while raising funds.

The Securities Fraud Deterrence and Investor Restitution Act was H.R. 2179 (2003-2004) and is a bill currently on the Union Calendar.

The Electronic Municipal Market Access (EMMA) system, operated by the Municipal Securities Rulemaking Board (MSRB), serves as the official source for municipal securities disclosures and related financial data in the United States. EMMA provides free on-line access to centralized new issue municipal securities disclosure documents, on-going continuing disclosures for all municipal securities, escrow deposit agreements for advance refundings of outstanding bonds, real-time municipal bond trade price information, interest rates and auction results for municipal auction rate securities and interest rate reset information for variable rate demand obligations, together with daily statistics on trading activity and investor education materials.

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.

Regulation S-X is a prescribed regulation in the United States of America that lays out the specific form and content of financial reports, specifically the financial statements of public companies. It is cited as 17 C.F.R. Part 210; the name of the part is "Form and Content of and Requirements for Financial Statements, Securities Act of 1933, Securities Exchange Act of 1934, Public Utility Holding Company Act of 1935, Investment Company Act of 1940, Investment Advisers Act of 1940, and Energy Policy and Conservation Act of 1975".

<span class="mw-page-title-main">Investor Protection and Securities Reform Act of 2010</span>

The Investor Protections and Improvements to the Regulation of Securities is a United States Act of Congress, which forms Title IX, sections 901 to 991 of the much broader and larger Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Its main purpose is to revise the powers and structure of the Securities and Exchange Commission, credit rating organizations, and the relationships between customers and broker-dealers or investment advisers. This title calls for various studies and reports from the SEC and Government Accountability Office (GAO). This title contains nine subtitles.

The Transparency Directive, Transparency Obligations Directive or Directive 2004/109/EC is an EU Directive issued in 2004, revising an earlier Directive 2001/34/EC. The Transparency Directive was amended in 2013 by the Transparency Directive Amending Directive.

References

  1. For a list of events that would trigger a Form 8-K to be filed, see the Official SEC Form 8-K Summary, briefly below, and this fully annotated Form 8-K, which contains links to all rules and SEC guidance applicable to the form.
  2. Lopez, Erik (October 3, 2015). "The Ultimate Annotated Form 8-K". The M&A Lawyer Blog. Jasso Lopez PLLC. Retrieved October 5, 2015.
  3. "Form 8-K". Form 8-K. Retrieved 24 January 2020.PD-icon.svg This article incorporates text from this source, which is in the public domain .
  4. "Final Rule: Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date" . Retrieved 24 January 2020.