Form 8-K
posted on
Dec 19, 2007 04:04PM
In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.
The instructions for Form 8-K describe the types of events that trigger a public company's obligation to file a current report, including any of the following:
Section 1 | -- | Registrant's Business and Operations |
Item 1.01 | Entry into a Material Definitive Agreement | |
Item 1.02 | Termination of a Material Definitive Agreement | |
Item 1.03 | Bankruptcy or Receivership | |
Section 2 | -- | Financial Information |
Item 2.01 | Completion of Acquisition or Disposition of Assets | |
Item 2.02 | Results of Operations and Financial Condition | |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | |
Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement | |
Item 2.05 | Costs Associated with Exit or Disposal Activities | |
Item 2.06 | Material Impairments | |
Section 3 | -- | Securities and Trading Markets |
Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | |
Item 3.02 | Unregistered Sales of Equity Securities | |
Item 3.03 | Material Modification to Rights of Security Holders | |
Section 4 | -- | Matters Related to Accountants and Financial Statements |
Item 4.01 | Changes in Registrant's Certifying Accountant | |
Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | |
Section 5 | -- | Corporate Governance and Management |
Item 5.01 | Changes in Control of Registrant | |
Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers | |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | |
Item 5.04 | Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | |
Item 5.05 | Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | |
Section 6 | -- | Reserved (for future use) |
Section 7 | -- | Regulation FD Disclosure |
Section 8 | -- | Other Events |
Item 8.01 | Other 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 9 | -- | Financial Statements and Exhibits |
Item 9.01 | Financial Statements and Exhibits |
Companies have four days to file a Form 8-K for the events specified in the items in Sections 1-5 and 9 above. However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier. (Issuers with questions concerning compliance with Regulation FD should consult with counsel or the SEC’s Division of Corporation Finance.)
You can find a company’s Form 8-K filings on the SEC’s EDGAR database. We have posted information on our website on how to use the EDGAR database. For more information, you may wish to read answers to Frequently Asked Questions about the implementation and interpretation of the Form 8-K items, produced by the staff of the Division of Corporation Finance.
http://www.sec.gov/answers/form8k.htm
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