Key reports in SEC filings
11th july 2015:
Saturday, yaaay!!!…so happy. Woke up around 2am and with a torchlight and my kindle, I was able to read a note on Sec Filings. This kindle is doing wonders for me oo, because as there was usually no electricity,I just brought out my kindle and started reading. The battery is awesome. I have charged it only once since I received it a week ago. The only downside is that it does not illuminate well. It is because I bought the normal kindle because I didn’t have money for the kindle paper white which has like a back light system or so. Anywaiz,I improvised and was able to read about the Us Sec Filings . I learned this throughout my study time:
The SEC (securities and exchange commission) filing requirements for publicly traded companies in the united states are as follows:
Form S-1: form S-1 is an SEC filing requirement for companies planning on going public to register their securities with the us. The form S-1 registration statement is under the securities act of 1993. The registration statement includes audited financial statements, risk assessment, underwriter identification and the estimated amount and use of the offering proceeds.
Form 10-k: A form 10-k is a corporation’s annual report filled with the us securities and exchange commission. A form 10-k is required by the SEC for companies to file, they include information about the business and its management, audited financial statements and discloisures about legal matters involving the firm.
The form 10-k is similar to a companies annual report to shareholders but both are required individually as the annual report cannot be substituted for the form 10-k. Equivalent SEC forms for foreign issuers in the us markets are form 40-f for Canadian companies and form 20-f for other foreign issuers.
Form 10-q: Form 10 q is a quarterly report mandated by the united states federal securities and securities and exchange commission to disclose relevant information regarding a company’s financial performance. Us firms are required to file this form quarterly with updated unaudited financial statements, and disclosures about certain events such as significant legal proceedings or changes in accounting policy. For non us companies, their own is own requirement is the for 6k which is to be filed semi-annually.
Form 8-k: Form 8k is another requirement by the SEC , it is a very broad form used to notify investors of any material event that is important to shareholders or to announce major events of significant impact on the company. Material events may include significant asset acquisition and disposals, changes in management or corporate governance, or matters related to its accountants, its financial statements or the markets in which its securities trade.
Form DEF 14-A: Form Def-14A is a filing with the securities and exchange commission when a company prepares a proxy statement for its shareholders prior to the annual meeting or other shareholder vote. The form should contain relevant information to enable shareholders make an informed vote at an upcoming security holders’ meeting or to authorize a proxy to vote on their behalf. The statement includes:
- Voting procedure and information
- Background information about the company’s nominated directors including relevant history in the company or industry, positions on other corporate boards and potential conflicts of interest.
- Board compensation
- Executive compensation including salary, bonus, non-equity compensation stock awards, options and deferred compensation. Also many companies will also include pre determined payout packages for if an executive leaves the company.
- Who is on the audit committee, as well as a breakdown of audit and non audit fees paid to the auditor.
Forms 3,4,5: A company’s officers and directors, and any beneficial owners of more than ten percent of a class of the company’s equity securities registered under section 12 of the securities exchange act of 1934 must file with the SEC a statement of ownership regarding those securities.
Analysts can use these filings to learn about purchases and sales of a company’s securities by corporate insiders.
FORM 144: Form 144 regulates the resale of restricted securities and control securities by establishing certain conditions that must be satisfied in order for the resale to be exempt from the securities act registration requirement pursuant to section 4(1) of the securities act.
The conditions for the resale of restricted securities include:
- There must be adequate current public information available about the issuer
- If the securities being sold are restricted securities, the security holder must have held the security for a specified holding period.
- The resale must be within specified sales volume limitations
- The resale must comply with the manner of sale requirements of the rule and :
- The selling security holder must file form 144 with the SEC if the amount of securities being sold exceeds specified thresholds.
Steven Bragg., Running a Public Company: From IPO to SEC Reporting