This form is used to report newsworthy events to the SEC, thereby making them available to the public. Included are items such as change in management, change In the company’s name, mergers or acquisitions, bankruptcy filings, and major new product introductions or sale of a product line. A Form 8-K HAS to be filed when a member of the board of directors resign over a disagreement. The 8-K is filed within four business days of the occurrence. This form is used only by domestic issuers, foreign issuers are exempt. Although ADR’s are registered with the SEC, they too are exempt because of the underlying security of foreign issue.
Most domestic public issuers must file an annual report to the SEC on FORM 10-K. This report is a comprehensive overview of the company’s business and financial condition and includes financial statements that have been audited by an independent accountant. Do not confute this with the annual report to shareholders, which also contains and audited financial information than the annual report, while the annual report will have much more detail about the company itself and its future plans.
The Filing Deadlines depend upon the company’s public float. For Companies with a float of $700million or more, the Form 10-K deadline is 60-days after the close of the fiscal year; $75 million, but not $700 million, it is 75 days; and less than $75 million is due at 90 days.
Because one year between filings is a long time and a lot can happen quickly, we also have this form, and it is filed quarterly (Q for quarterly). It contains unaudited financial statements and for all but the companies with a public float of less than $75 million, it must be filed within 40 days of each of the first three fiscal quarters of the year (no 10-Q is filed at the end of the fourth quarter—that information is taken care of by the filing of the 10-K). Those smaller firms file theirs within 45 days of the end of the quarter.
When it comes to publicly traded companies, in general, all shareholders must receive a copy of the issuer’s annual report. For those too lazy to access EDGAR, this is the most detailed information they can get on the company’s financial position. Unlike the Form 10-K, this is usually a professionally prepared piece with just as much used for marketing purposes as it is for providing information. There is usually a welcoming letter from the CEO/Chairman of the board, and it is generally loaded with beautiful pictures of smiling people (employees and customers) and the company’s facilities. New plans for products and programs are discussed and voting proxies are included.
SEC Form S-1 is the initial registration form for new securities required by the SEC for public companies that are based in the U.S. Any security that meets the criteria must have an S-1 filing before shares can be listed on a national exchange, such as the New York Stock Exchange. Companies usually file SEC Form S-1 in anticipation of their initial public offering (IPO). Form S-1 requires companies to provide information on the planned use of capital proceeds, detail the current business model and competition and provide a brief prospectus of the planned security itself, offering price methodology and any dilution that will occur to other listed securities.
SEC Form S-1 is also known as the registration statement under the Securities Act of 1933. Additionally, the SEC requires the disclosure of any material business dealings between the company and its directors and outside counsel. Investors can view S-1 filings online to perform due diligence on new offerings prior to their issue.
Foreign issuers of securities in the U.S. don’t use SEC Form S-1 but instead must submit an SEC Form F-1.
SEC Form S-3 is a regulatory filing that provides simplified reporting for issuers of registered securities.
An S-3 filing is utilized when a company wishes to raise capital, usually as a secondary offering after an initial public offering has already occurred.
In order to utilize the simplified process, firms must first meet a certain set of eligibility criteria.The SEC form S-3 is sometimes filed after an initial public offering (IPO) and is generally filed concurrently with common stock or preferred stock offerings.
There are a variety of other requirements that must be met for a business to file the S-3 form. In the 12 months prior to filling out the form, a company must have met all debt and dividend requirements. The SEC Act of 1933 also requires that these forms be filed to ensure that essential facts about the business are disclosed upon the company’s registration of securities. Doing so allows the SEC to provide investors with specifics about the securities being offered and works to eliminate fraudulent sales of such securities.
SEC Form 4: Statement of Changes in Beneficial Ownership is a document that must be filed with the Securities and Exchange Commission (SEC) whenever there is a material change in the holdings of company insiders. Insiders consist of directors and officers of the company, as well as any shareholders, owning 10% or more of the company's outstanding stock. The forms ask about the reporting person's relationship to the company and about purchases and sales of such equity shares.Form 4 must be filed with the Securities and Exchange Commission whenever there is a material change in the holdings of company insiders .If a party fails to disclose required information on a Form 4, civil or criminal actions could result. It must be filed within two business days starting from the end of the day the material transaction occurred.
The Schedule 13D is also known as the "beneficial ownership report" and is required when any owner acquires 5% or more of the voting shares in a company. The report must be filed within 10 days of reaching the 5% threshold. It provides the following information: The acquirer's name, address and other background information, Type of relationship this owner has with the company, Whether the person has been convicted of a crime in the past five years. An explanation of why the transaction is taking place, The type and class of the security, and The origin of funds used for purchases.
Form 144 is required when corporate insiders want to dispose of company stock. The Form 144 is a notice of the intent to sell restricted stock, typically acquired by insiders or affiliates in a transaction not involving a public offering. The stock is restricted because it must meet certain conditions before becoming transferable. The transaction, or at least part of it, is made within 90 days of filing. Form 144 is required when the amount sold during any three-month period exceeds 5,000 shares or $50,000.
Initial Public Offering (IPO)
A corporation’s first sale of common stock to the public.
A Sale of Securities in which one or more major stockholders in a company sell all or a large portion of their holdings; the underwriting proceeds ae paid to the stockholders rather than to the corporation. Typically, such an offering occurs when the founder of a business (and perhaps some of the original financial backers) determine that there is more to be gained by going public than by staying private. The offering does not increase the number of shares of stock outstanding.
Regulation D (Private placements continued.)
The provision of the Securities Act of 1933 that exempts from registration offerings sold in private placements. Rule 506(b) limits the Sale to a maximum of 35 NON-accredited investors during a 12-month period with no advertising permitted, while Rule 506(c) permits advertising but requires that all purchasers be accredited investors.
Accredited Investor - As defined by Rule 501 of Regulation D, any institution or individual meeting minimum net worth requirements for the purchase of securities qualifying under the regulation d registration exemption. An individual accredited investor is generally accepted to be one who, individually or with spouse, has a net wort, excluding the net equity in the primary residence, of $1 million or more, or has had an annual income of $200,000 or more in each of the two most recent years (or $300,000 jointly with a spouse), and who has a reasonable expectation of reaching the same income level in the current year.
SEC Rule Change Effective 12/08/2020 -- Individuals who hold the Series 7, Series 65, or Series 82 Licenses, are now considered accredited investors by qualification.
There are more but these are some of the essentials to know for any active trader.