Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to
shareholders or the
United States Securities and Exchange Commission
The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against marke ...
. This is one of the most common types of forms filed with the SEC. After a significant event like
bankruptcy or departure of a
CEO, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quarterly reports on
Form 10-Q
Form 10-Q, (also known as a 10-Q or 10Q) is a quarterly report mandated by the United States federal Securities and Exchange Commission, to be filed by publicly traded corporations.
Pursuant to Section 13 or 15(d) of the Securities Exchange A ...
and/or Annual Reports on
Form 10-K. Form 8-K is required to be filed by
public companies
A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (list ...
with the SEC pursuant to the
Securities Exchange Act of 1934, as amended.
When Form 8-K is required
Form 8-K is used to notify investors of a current event. These types of events include:
* signing, amending or terminating material definitive agreements not made in the ordinary course of business, bankruptcies or
receivership
In law, receivership is a situation in which an institution or enterprise is held by a receiver—a person "placed in the custodial responsibility for the property of others, including tangible and intangible assets and rights"—especially in c ...
s
* mine shutdowns or violations of mine health and safety laws
* consummation of a material asset acquisition or sale
* results of operations and financial condition, creating certain financial obligations, such as incurrence of material debt
* triggering events that accelerate material obligations (such as defaults on a loan)
* costs associated with exit or disposal plans (
layoffs
A layoff or downsizing is the temporary suspension or permanent termination of employment of an employee or, more commonly, a group of employees (collective layoff) for business reasons, such as personnel management or downsizing (reducing the ...
, shutting down a plant, or material change in services or outlets)
* material impairments
*
delisting from a securities exchange or failing to satisfy listing requirements
* unregistered
equity sales (private placements)
* modifications to shareholder rights
* change in
accountants
An accountant is a practitioner of accounting or accountancy.
Accountants who have demonstrated competency through their professional associations' certification exams are certified to use titles such as Chartered Accountant, Chartered Certifi ...
* determinations that previously issued financial statements cannot be relied upon
* change in control
* senior officer appointments and departures
*
director
Director may refer to:
Literature
* ''Director'' (magazine), a British magazine
* ''The Director'' (novel), a 1971 novel by Henry Denker
* ''The Director'' (play), a 2000 play by Nancy Hasty
Music
* Director (band), an Irish rock band
* ''D ...
elections and departures
* amendments to certificate/articles of incorporation or bylaws
* changes in fiscal year
* trading suspension under employee benefit plans
* amendments or waivers of code of ethics
* changes in shell company status
* results of shareholder votes
* disclosures applicable to issuers of asset-backed securities
* disclosures necessary to comply with Regulation FD
* other material events
* certain financial statements and other exhibits.
Investors should always read any 8-K filings that are made by companies in which they are invested. These reports are often material to the company, and frequently contain information that will affect the
share price
A share price is the price of a single share of a number of saleable equity shares of a company.
In layman's terms, the stock price is the highest amount someone is willing to pay for the stock, or the lowest amount that it can be bought for.
B ...
.
Reading Form 8K
Typically an 8-K filing will only have two major parts: the name and description of the event and any exhibits that are relevant. The name and description of the event contains all the information that the company considers relevant to shareholders and the SEC. It is important to read this information, as it has been deemed "material" by the company. Any exhibits that are relevant may include financial statements, press releases, data tables, or other information that is referenced in the description of the event.
Form 8K Items
The 8-K items are defined in the following table.
Historical Form 8K Items
Prior to August 23, 2004,
8-K items were filed under different item numbers. Those historical items are displayed in the table below.
References
{{reflist
External links
Form 8-K SEC filings