by Admin Istrator | January 5, 2022 3:39 pm
Publicly reporting companies must fill in an SEC Form 8-K—also known as a “current report”—disclosing any major events of shareholder interest. These current reports are in addition to the obligatory quarterly (Form 10-Q) and annual (Form 10-K) reports.
Form 8-Ks must usually be filed within 4 days of any significant event that triggers the filing requirement.
All SEC Form 8-K disclosures are of a “material” nature, meaning that any reasonable investor should be interested in their contents.
All SEC Form 8-Ks can be found on the SEC’s EDGAR database, which contains all of a publicly-traded company’s public filings.
Here are the most common categories of events that can be considered “material”:
This section is for any definitive agreement that has not been made in the course of ordinary business.
Any material agreements that have been terminated must be reported here.
If a court decides that a company is bankrupt, the company must fill in this section with its reorganization plan and the court’s confirmation of the plan.
If the acquisition or disposal of the assets is significant, the company must file a Form 8-K.
Form 8-Ks typically summarize any quarterly or yearly filings.
Any material financial obligations must be reported. This includes long-term debt, capital leases, operating leases, or any short-term debt that is outside the course of ordinary business.
This can include defaults on loans or any event that can accelerate a financial obligation.
Any restructuring that will bring about material charges must be reported here.
In accounting, impairments are also known as “write-downs”—the permanent reduction of an asset’s value to less than its carrying value. Such impairments are also reflected on the assets section of a balance sheet, and the expense section of an income statement.
These must be reported in a Form 8-K.
If a company no longer meets listing requirements—the minimum requirements to have one’s stocks listed on a stock exchange—it must report this on a Form 8-K. If it is given a grace period, then it must report any steps it plans on taking to avoid being delisted.
If a company sells more than 1 percent of its outstanding shares in a private sale, it must disclose that in a Form 8-K. For smaller companies, it is 5 percent of outstanding shares.
Any material change to shareholders’ rights must be disclosed. This material change could be a result of changing a company’s governing documents or through the issuance of a new class of shares.
If an independent auditor changes for any reason—resignation, declining to stand for reappointment, or dismissal—this must be disclosed. The reasons for the change must be examined thoroughly as this point can often be a point of concern.
Important points for investors to consider are:
Each of these points must be fully disclosed in section 4.01 of the Form 8-K.
If the company or auditor believe that any previously released financial reports contained errors, or if they had any other reasons for doubting these reports, they must report this here.
This is a crucial point for investors to consider. Even if the doubt is disclosed here, it could take much longer before a restatement of the financial reports is made.
Any change of control of the company must be reported. The new owners must be identified, as well as the percentage of voting securities they own.
The following events must be reported:
All details of each change must be provided. If the director provides a letter, it must be included.
High-level executive officer changes—retiring, resignation, termination—must be disclosed.
New appointments must be disclosed.
Changes in compensation for existing high-level officers must also be disclosed.
The following changes must be reported:
However, if these changes were announced in a proxy statement or information statement, then there is no need to announce it again in a Form 8-K. Investors should therefore always study proxy statements as well.
Changes in a code of ethics that apply to the following positions must be reported:
Code of ethics waivers should be looked upon as a red flag by investors!
Important Investor Note: If a company discloses this on its website, it does not have to file a Form 8-K. So investors should monitor the company’s website regularly as well.
Any matter voted on by shareholders at an annual or special meeting must be reported. Because Form 8-Ks must generally be filed within 4 days of the material event, sometimes companies must file preliminary results. In this case, the final results must also be reported in a Form 8-K once they are known.
Regulation FD—or “Fair Disclosure”—exists to ensure that any material information must be made known to the public at the same time that it is disclosed to others.
This section covers a broad spectrum of potential filings, including dividend announcements and sales figures.
If a company feels it has undergone a material event that is not covered elsewhere in the Form 8-K, this is the place to report it.
Under 9.01, companies must file financial transactions or exhibits relating to earlier items. For example, if a company reported earlier that it had entered into a material agreement, the agreement might be filed here as an exhibit. Similarly, financial statements relating to any earlier points would be filed here as well, such as the financial statements of any acquired companies.
Source URL: https://mdf-law.com/sec-8k/
Copyright ©2022 MDF Law unless otherwise noted.