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Disclosing Major Company Events: Filing Form 8-K

Major events for public companies must be made public through the filing of Form 8-K with the Securities and Exchange Commission. Form 8-K must be filed within four days after the events outlined in Sections 1 through 5 and 9 below.

Other information must be disclosed via Form 8-K’s pursuant to Commission Regulation FD. That required disclosure concerns material information made available intentionally to selected persons such as broker-dealers concerned with evaluating securities of the company. The Form 8-K must be filed concurrently with such disclosure. In the case of unintentional disclosure of material information to persons who might trade on such information, the information must be disclosed publicly via Form 8-K as soon as practicably possible, prior to the next trading day of the company’s securities, and not later than 24 hours after an officer of the company learns of the unintentional disclosure.

Form 8-K contains a company’s current report concerning the following topics:

  • Registrant’s Business and Operations, including – entry into a material definitive agreement, termination of a material definitive agreement, or bankruptcy or receivership;
  • Financial Information, including – completion of acquisition or disposition of assets, results of operations and financial condition, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant, triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement, costs associated with exit or disposal activities, and material impairments;
  • Securities and Trading Markets, including – notice of delisting or failure to satisfy a continued listing rule or standard; transfer of listing; unregistered sales of equity securities; and material modifications to rights of security holders;
  • Matters Related to Accountants and Financial Statements, including – changes in the registrant’s certifying accountant and non-reliance on previously issued financial statements or a related audit report or completed interim review;
  • Corporate Governance and Management, including – changes in control of the registrant, departure of directors or principal officers, election of directors, appointment of principal officers, amendments to articles of incorporation or bylaws, change in fiscal year, temporary suspension of trading under the registrant’s employee benefit plans, amendments to the registrant’s code of ethics, or waiver of a provision of the code of ethics;
  • Regulation FD Disclosure
  • Other Events, including – events not called for by 8-K but considered important (though not necessarily material information) for security holders; and
  • Financial Statements and Exhibits.

Form 8-K’s filed by companies are publicly available through the Commission’s EDGAR database which is accessible through the Internet.