All companies, foreign and domestic, are required to file registration statements, periodic reports, and certain other forms disclosing material information to investors electronically through the SEC’s EDGAR portal. SEC filings can be accessed, and even downloaded, here.
Securities Exchange Act of 1934 Filings
Form 10-K – An annual report disclosing the company’s results for the most recently completed fiscal year. The Form 10-K contains detailed information regarding the company’s business, operations, management and compensation arrangements. The Form 10-K also contains financial statements for the most recently completed fiscal year, prepared by management and audited by the company’s independent accountants. This form is typically due 90 days after the company’s fiscal year ends.
Form 10-Q – A quarterly report disclosing the company’s results for the most recently completed fiscal quarter. The form 10-Q is less detailed than the Form 10-K. It includes financial statements prepared by management that have been reviewed but not audited by the company’s independent accountants. This form is typically due 45 days after the end of each fiscal quarter.
Form 8k – A current report used to disclose significant occurrences with regard to the company’s business. The SEC requires that current reports generally be filed within four business days of the occurrence of a significant event. Examples of events that trigger a Form 8-K include: entry by the company into a significant contract that is not in its ordinary course of business; default on senior debt; resignation of an executive officer or director; change in financial results or guidance; or a change in the company’s independent accountants.
Schedule 14A – Also known as a proxy statement, the Schedule 14A is used when the company is requesting/soliciting a vote (or written consent) of its shareholders with regard to a particular issue. The most common item that is voted using a Schedule 14A is the annual election of directors of the company. The Schedule 14A requires notice, so you must be sure to review the company’s state of incorporation’s notice provisions, as well as those implemented by the SEC.
Schedule 13D – Is a report required to be filed by an investor that acquires five percent or more of any class of voting securities (e.g. common stock) of the company. Investors holding five percent or more of the company’s stock are required to keep their Schedule 13D updated as they buy or sell stock in the company.
Schedule 13G – Similar to the Schedule 13D, 13G is used to report a 5% ownership stake in a company. Schedule 13G is shorter and requires less information from the filing party. In order to file a 13G instead of 13D, the party must own 5% – 20% of the company AND it must also be clearly understood that the party acquiring the stake is only a passive investor. If these criteria are not met or if the size of the stake exceeds 20%, a 13D must be filed.
Forms 3, 4 and 5 – Similar to the Schedule 13D but are required to be filed by all executive officers, directors and ten percent or greater shareholders of the company. These forms are used to track trading by insiders of public companies.
Securities Act of 1933 Filings
Form S-1 – The most common form of registration statement used to register shares of stock for sale by the company or on behalf of selling shareholders. Form S-1 contains detailed information regarding the company’s business, operations, management and financial results.
Form S-3 – A shorter, more streamlined registration statement available to companies that meet certain minimum standards. Form S-3 is generally used for shelf offerings.
Form S-8 – A registration statement used to register stock issued as compensation to a company’s employees, vendors or consultants. Form S-8 cannot be used to compensate individuals for capital raising transactions.
This article is the result of collaboration between PropThink and Hunter Taubman Weiss, LLP. Author Louis Taubman is a partner in the New York office of Hunter Taubman Weiss, LLP, a boutique firm focused on securities law, corporate finance, and corporate governance. Mr. Taubman represents issuers, investors, and broker dealers in connection with “going public” transactions; private & public finance; and providing counsel to issuers and institutional investors with regard to the set-up and implementation of public structures for both domestic- and foreign companies. Mr. Taubman provides counsel on proper SEC reporting requirements, as well as related issues of corporate compliance and governance. Mr. Taubman also assists companies with their initial listing on the Nasdaq, NYSE-AMEX, OTCQX and other markets and exchanges, as well as ongoing compliance with exchange requirements. The material contained in the article may represent attorney advertising.
