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Laws behind company filings: The Securities Act of 1933

Laws behind company filings: The Securities Act of 1933 Covers information released mainly for primary market transactions The Securities Exchange Act of 1934 Covers information released mainly for secondary market transactions Regulation Fair Disclosure ( Reg FD)

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Laws behind company filings: The Securities Act of 1933

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  1. Laws behind company filings: • The Securities Act of 1933 • Covers information released mainly for primary market transactions • The Securities Exchange Act of 1934 • Covers information released mainly for secondary market transactions • Regulation Fair Disclosure (Reg FD) • Mandates that information be released to all investors at the same time in a timely fashion

  2. SEC Forms • 10-K, 10-K/A • The annual report, different from the annual report to shareholders. The 10-K usually contains more information than the annual report to shareholders • Most comprehensive source of information about a company’s operations • Contains audited financial statements • Some companies include governance, ownership and compensation information in the 10-K • Accelerated filers file 60-75 days after the fiscal year end; 90 days for non-accelerated filer

  3. 10-Q, 10-Q/A • Quarterly report • Provides an on-going description of a company’s financial condition • Financial statements are unaudited • Filed for 3 fiscal quarters. There is no 10-Q for the 4th quarter, which is included in the 10-K or can be calculated given the first 3 quarters and full year numbers • Accelerated filers file 40 days after the quarter end; 45 days for non-accelerated filer

  4. DEF 14-A, DEFA 14-A • Proxy materials (proxy statements are letters given to shareholders before a shareholders’ meeting) • Contains governance, ownership and compensation information • Contains information on items that shareholders are expected to vote on such as • Election of directors • Changes in corporate bylaws • Executive and director compensation • DEFM, DEFC

  5. 8-K, 8-K/A • The current report • Contains material information that the company has to inform the public about, including meeting Reg FD requirements • The information that needs to be 8-K’d include: http://www.sec.gov/answers/form8k.htm

  6. S-1, S-4 • Contains information that the public needs to know about new securities (e.g., stocks, bonds) about to be issued

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