Guide to SEC Filings

 

10-K

 

(Annual Financials)
10-KSB

 

(Annual Financials - Small Business)
10-K405

 

(Annual Financials - Concerning rule 16)
10-Q

 

(Quarterly Financials)
10-QSB

 

(Quarterly Financials - Small Business)
8-K

 

(Current Event)
10-C

 

(Securities quote on NASDAQ)
Proxy Statements
SCD 13-D

 

(Acquisition Statement)
SC 14D-1

 

(Tender Offer, non-issuer)
SC 14D-9

 

(Tender Offer - solicitation)
SC 13E-3

 

(Private Transaction Rpt)
SC 13E-4

 

(Private Transaction Rpt)
SCH 13-F

 

(Quarterly Manager Report)
SCH 13-G

 

(>=5% Acquisition)
Form 3

 

(New Insider Report)
Form 4

 

(Insider Buy/Sell)
Form 5

 

(Year End Insider Report)
Registration Statements
Prospectus
10-K
This report provides a comprehensive overview of the registrant. The report must be filed within 90 days after close of company's fiscal year and contains the following items of disclosure:
ITEMS REPORTED
COVER PAGE
Lists Fiscal Year End, State or other jurisdiction of incorporation or organization, Title of each class of securities and the exchange on which it is registered and the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date (date is commonly the filing date, NOT the time period covered in the document).
PART I
Item 1 - Business
Identifies principal products and services of the company, principal markets and methods of distribution and, if "material," competitive factors, backlog and expectation of fulfillment, availability of raw materials, importance of patents, licenses, and franchises, estimated cost of research, number of employees, and effects of compliance with environmental laws.

If there is more than one line of business, a statement is included for each of the last three years. The statement includes total sales and net income for each line which, during either of the last two fiscal years, accounted for 10 percent or more of total sales or pretax income.
Item 2 - Properties
Location and character of principal plants, mines, and other important properties and if held in fee or leased.
Item 3 - Legal Proceedings
Brief description of material legal proceedings pending.
Item 4 - Submission of Matters to a Vote of Security Holders
Information relating to the convening of a meeting of shareholders, whether annual or special, and the matters voted upon.
PART II
Item 5 - Market for the Registrant's Common Stock and Related Security Holder Matters
Includes principal market in which voting securities are traded with high and low sales prices (in the absence thereof, the range of bid and asked quotations for each quarterly period during the past two years) and the dividends paid during the past two years. In addition to the frequency and amount of dividends paid, this item contains a discussion concerning future dividends.

Item 6 - Selected Financial Data
These are five-year selected data including net sales and operating revenue; income or loss from continuing operations, both total and per common share; total assets; long-term obligations including redeemable preferred stock, and cash dividend declared per common share. This data also includes additional items that could enhance understanding of trends in financial condition and results of operations. Further, the effects of inflation and changing prices should be reflected in the five-year summary.
Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations
Under broad guidelines, this includes: liquidity, capital resources and results of operations; trends that are favorable or unfavorable as well as significant events or uncertainties; causes of any material changes in the financial statements as a whole; limited data concerning subsidiaries, and discussion of effects of inflation and changing prices.
Item 8 - Financial Statements and Supplementary Data
Two-year audited balance sheets as well as three-year audited statements of income and cash flow statement.
Item 9 - Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III*
Item 10 - Directors and Executive Officers
Name, office, term of office and specific background data on each.

Item 11 - Remuneration of Directors and Officers
List of each director and highest paid officers with aggregate annual remuneration exceeding $40,000. Also includes total paid all officers and directors as a group.
Item 12 - Security Ownership of Certain Beneficial Owners and Management
Identification of owners of 5 percent or more of registrant's stock in addition to listing the amount and percent of each class of stock held by officers and directors.
Item 13 - Certain Relationships and Related Transactions
*Disclosure normally made via a proxy statement may in some cases be made using Part III of Form 10-K.
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on Form 8-K
Complete, audited annual financial information and a list of exhibits filed. Also, any unscheduled material events or corporate changes filed in an 8-K during the year.
 
FORM 10-K SCHEDULES (when applicable)
I . Investments other than investments in affiliates
II. Receivables from related parties and underwriters, promoters and employees other than affiliates
III. Condensed financial information
IV. Indebtedness of affiliates (not current)
V. Property, plant and equipment
Vl. Accumulated depreciation, depletion and amortization of property, plant and equipment
Vll. Guarantees of securities of other issuers
Vlll. Valuation and qualifying accounts
IX. Short-term borrowings
X. Supplementary income statement information
Xl. Supplementary profit and loss information
Xll. Income from dividends (equity in net profit and loss of affiliates)
 
10-KSB
10-K filed by small business
10-K405
10-K with a positive response to box on cover concerning rule 16 delinquent filers
10-Q
This is the quarterly financial report filed by most companies, which although unaudited, provides a continuing view of a company's financial position during the year. The 10-Q report must be filed 45 days after close of fiscal year quarter.
ITEMS REPORTED
COVER PAGE
Lists time period represented, State of incorporation, former name, address and fiscal year if changed since last report, whether the registrant filed any 1934 Act reports during the past 12 months and has been subject to such filing requirements for the past 90 days, whether the registrant has filed all documents and reports required under the Securities Exchange Act of 1934 subsequent to the distribution of securities, and the number of shares outstanding of each of the company's classes of common stock as of the last practicable date (date is commonly the filing date, NOT the time period covered in the document).
PART I
Financial Statements
Item 1 - Quarterly Financial Statements
Item 2 - Management Discussion and Analysis of material changes in the amount of revenue and expense items in relation to previous quarters, including the effect of any changes in accounting principles.
 
PART II
Item 1 - Legal Proceedings
Brief description of material legal proceedings pending; when civil rights or environmental statutes are involved, proceedings must be disclosed.

Item 2 - Changes in Securities
Material changes in the rights of holders of any class of registered security.
Item 3 - Defaults Upon Senior Securities
Material defaults in the payment of principal, interest, sinking fund or purchase fund installment, dividend, or other material default not cured within 30 days.
Item 4 Submission of Matters to a Vote of Security Holders
Information relating to the convening of a meeting of shareholders, whether annual or special, and the matters voted upon, with particular emphasis on the election of directors.
Item 5 - Other Materially Important Events
Information on any other item of interest to shareholders not already provided for in this form or reported in an 8-K.
Item 6 - Exhibits and Reports on Form 8-K
Any unscheduled material events or corporate changes reported in an 8-K during the prior quarter.
 

10-QSB
10Q filed by small business.
8-K
This is a report of unscheduled material events or corporate changes deemed of importance to the shareholders or to the SEC. Items 1-3 and 8 must be reported in an 8-K within 15 days of the event. Items 4 and 6 must be filed within 5 business days after the event, and Item 5 is optional, meaning there is no mandatory time for filing.
Item 1 - Changes in Control of Registrant
Item 2 - Acquisition or Disposition of Assets
Item 3 - Bankruptcy or Receivership
Item 4 - Changes in Registrant's Certifying Accountant
Item 5 - Other Materially Important Events
Item 6 - Resignation of Registrant's Directors
Item 7 - Financial Statements and/or Exhibits
Item 8 - Change in Fiscal Year
 

10-C
Over-the-Counter companies use this form to report changes in name or amount of NASDAQ-listed securities. It is similar in purpose to the 8-K and must be filed within 10 days after the change.
Proxy Statement
A proxy statement provides official notification to designated classes of shareholders of matters to be brought to a vote at a shareholders meeting. Proxy votes may be solicited for changing the company officers, or many other matters. Disclosures normally made via a proxy statement may in some cases be made using Part 111 of Form 10-K.
SCD 13-D
Filing required by 5 percent (or more) equity owners within 10 days of acquisition event.
Item 1 - Security and issuer
Item 2 - Identity and background of person filing the statement
Item 3 - Source and amount of funds or other consideration
Item 4 - Purpose of the transaction
Item 5 - interest in securities of the issuer
Item 6 - Contracts, arrangements or relationships with respect to securities of the issuer
Item 7 - Material to be filed as exhibits which may include but is not limited to:
  • Acquisition Agreements
  • Financing Arrangements
  • Contracts, Guarantees and Other Agreements
SC 14D-1
Tender offer filing made with the SEC at the time an offer is made to holders of equity securities of the target company, if acceptance of the offer would give the bidder over 5 percent ownership of the subject securities.
Item 1 - Security and subject company
Item 2 - Identity and background information
Item 3 - Past contacts, transactions or negotiations with subject company
Item 4 - Source and amount of funds or other consideration
Item 5 - Purpose of the tender offer and plans or proposals of the bidder
Item 6 - Interest in securities of the subject company
Item 7 - Contracts, arrangements or relationships with respect to the subject company's securities
Item 8 - Persons retained, employed or to be compensated
Item 9 - Financial statements of certain bidders
Item 10 - Additional information
Item 11 - Material to be filed as exhibits which may include but is not limited to:
  • Tender Offer Material
  • Loan Agreements
  • Contracts and Other Agreements
  • Legal Opinion on Tax Consequences
  • Prospectus
SC 14D-9
A solicitation/recommendation statement that must be submitted to equity holders and filed with the SEC by the management of a company subject to a tender offer within 10 days of the making of the tender offer.
Item 1 - Security and subject company
Item 2 - Tender offer of the bidder
Item 3 - Identity and background
Item 4 - The solicitation or recommendation
Item 5 - Persons retained, employed or to be compensated
Item 6 - Recent transactions and intent with respect to securities
Item 7 - Certain negotiations and transactions by the subject company
Item 8 - Additional information
Item 9 - Material to be filed as exhibits
 

SC 13E-3
Transaction statement pursuant to the Securities Exchange Act of 1934 with respect to a public company or affiliate going private.
Item 1 - Issuer and class of security subject to the transaction
Item 2 - Identity and background of the individuals
Item 3 - Past contacts, transactions or negotiations
Item 4 - Terms of the transaction
Item 5 - Plans or proposals of the issuer or affiliate
Item 6 - Source and amount of funds or other considerations
Item 7 - Purpose, alternatives, reasons and effects
Item 8 - Fairness of the transaction
Item 9 - Reports, opinions, appraisals and certain negotiations
Item 10 - Interest in securities of the issuer
Item 11 - Contracts, arrangements or relationships with respect to the issuer's securities
Item 12 - Present intention and recommendation of certain persons with regard to the transaction
Item 13 - Other provisions of the transaction
Item 14 - Financial information
Item 15 - Persons and assets employed, retained or utilized
Item 16 - Additional information
Item 17 - Material to be filed as exhibits
  • Loan Agreements
  • Fairness Opinions and Appraisals
  • Contracts and Other Agreements
  • Disclosure Materials Sent to Security Holders
  • Statement of Appraisal Rights and Procedures
SC 13E-4
Issuer tender offer statement pursuant to the Securities Exchange Act of 1934.
Item 1 - Security and issuer
Item 2 - Source and amount of funds
Item 3 - Purpose of the tender offer and plans or proposals of the issuer or affiliate
Item 4 - Interest in securities of the issuer
Item 5 - Contracts, arrangements or relationships with respect to the issuer's securities
Item 6 - Persons retained, employed or to be compensated
Item 7 - Financial information
Item 8 - Additional information
Item 9 - Material to be filed as exhibits
  • Tender Offer Material
  • Loan Agreement
  • Contracts and Other Agreements
  • Legal Opinion on Tax Consequences
  • Prospectus, if applicable
SCH 13-F
A quarterly report of equity holdings required of all institutions with equity assets of million or more. This includes banks, insurance companies, investment companies, investment advisors and large internally managed endowments, foundations and pension funds. The report must be filed within 45 days after close of fiscal quarter.
SCH 13-G
An annual filing which must be filed by all reporting persons (primarily institutions) meeting the 5 percent equity ownership rule within 45 days after the end of each calendar year.
Item 1 - Name and address of issuer
Item 2 - Identification of reporting person
Item 3 - 13D-1 or 13D-2 applicability
Item 4 - Amount of shares beneficially owned:
  • Percent of Class Outstanding
  • Sole or Shared Power to Vote
  • Sole or Shared Power to Dispose
 
Item 5 - Ownership of 5 percent or less of a class of stock
Item 6 - Ownership of more than 5 percent on behalf of another person
Item 7 - Identification of subsidiary which acquired the security being reported on by the parent holding company (if applicable)
Item 8 - Identification and classification of members of the group (if applicable)
Item 9 - Notice of dissolution of group (if applicable)
Item 10 - Certification
 

Form 3
Initial statement which identifies holdings of registrant's securities owned by directors, officers and 10 percent shareholders. A Form 3 must be filed within 10 days after the event.
 
Form 4
Amendment to Form 3 reporting a sale or acquisition of registrant's securities. A Form 4 must be filed by the 10th day of the month following the month in which the transaction occurred.
Form 5
Annual section 16 filing filed 45 days after the company's fiscal year end.
Registration Statements
Registration statements are of two principal types: (1) "offering" registrations filed under the Securities Act of 1933, and (2) "trading" registrations filed under the Securities Exchange Act of 1934.
"Offering" registrations are used to register securities before they are offered to investors. Part I of the registration, a preliminary prospectus or "red herring," contains preliminary information that will be in the final prospectus. Included in Part I (or incorporated by reference) in many registration statements are:
  • Description of Securities to be Registered
  • Use of Proceeds
  • Risk Factors
  • Determination of Offering Price
  • Potential Dilution
  • Selling Security Holders
  • Plan of Distribution
  • Interests of Named Experts and Counsel
  • Information with Respect to the Registrant (description of business, legal proceedings, market price and dividends on common equity, financial statements, Management Discussion and Analysis, changes in and disagreements with accountants, directors and executive officers, security ownership of certain beneficial owners and management and certain relationships and related transactions).
Part II of the registration contains information not required in the prospectus. This includes:
  • Expenses of Issuance and Distribution
  • Indemnification of Directors and Officers
  • Recent Sales of Unregistered Securities, Undertakings Exhibits and Financial Statement Schedules
"Offering" registration statements vary in purpose and content according to the type of organization issuing stock:
S-1 - Companies reporting under the 1934 Act for less than 3 years. Permits no incorporation by reference and requires complete disclosure in the prospectus.
S-2 - Companies reporting under the 1934 Act for 3 or more years but not meeting the minimum voting stock requirement. Reference to 1934 Act reports permits incorporation and presentation of financial information in the prospectus or in an Annual Report to Shareholders delivered with the prospectus.
S-3 - Companies reporting under the 1934 Act for 3 or more years and having at least million of voting stock held by non-affiliates, or as an alternative test, million of voting stock coupled with an annual trading volume of 3 million shares. Allows minimal disclosure in the prospectus and maximum incorporation by reference of 1934 Act reports.
S-4 - Registration used in certain business combinations or reorganizations.
S-6 - Filed by unit investment trusts registered under the Investment Act of 1940 on Form N-8B-2.
S-8 - Registration used to register securities to be offered to employees under stock option and various other employee benefit plans.
S-11 - Filed by real estate companies, primarily limited partnerships and investment trusts.
SE - Non-electronically filed exhibits made by registrants filing with the EDGAR Project.
N-1A - Filed by open-end management investment companies.
N-2 - filed by closed-end management investment companies.
N-5 - Registration of small business investment companies.
N-14 - Registration of the securities of management investment and business development companies to be issued in business combinations under the Investment Act of 1940.
F-1 - Registration of securities by foreign private issuers eligible to use Form 20-F, for which no other form is prescribed .
F-2 - Registration of securities by foreign private issuers meeting certain 1934 Act filing requirements.
F-3 - Registration of securities by foreign private issuers offered pursuant to certain types of transactions, subject to the 1934 Act filing requirements for the preceding 3 years.
F-4 - Registration of securities issued in business combinations involving foreign private registrants.
F-6 - Registration of depository shares evidenced by the American Depository Receipts (ADRs).
F-7 - Registration of certain Canadian issues offered for cash upon the exercises if rights granted to existing security holders.
F-8 - Registration of certain Canadian issues to be issued in exchange offers or a business combination.
F-9 - Registration of certain investment grade debit or investment grade preferred securities of certain Canadian issues.
F-10 - Registration of certain Canadian issues.
SB-1 - Registration for certain small businesses.
SB-2 - Registration statement for small businesses. No aggregate offering value of securities.
 
"Trading" registrations are filed to permit trading among investors on a securities exchange or in the Over- the-Counter market. These Registration Statements do not include a prospectus. Registration statements which serve to register securities for trading fall into three categories:
1. Form 10 may be used by companies during the first two years they are subject to the 1934 Act filing requirements. It is a combination registration statement and annual report with information content similar to that of SEC required 10-Ks.
2. Form 8-A is used by 1934 Act registrants wishing to register additional securities or classes thereof.
3. Form 8-B is used by "successor issuers" (Usually companies which have changed their name or state of incorporation) as notification that previously registered securities are to be traded under a new corporate identification.
 

Prospectus
When the sale of securities as proposed in an "offering" registration statement is approved by the SEC, any changes required by the SEC are incorporated into the prospectus. This document must be made available to investors before the sale of the security is initiated. It also contains the actual offering price, which may have been changed after the registration statement was approved.