Dave, I keep getting messages about companies that have “filed their 8-K” but the email doesn’t explain what an 8-K is, it just assumes I know. But I don’t. What’s an 8-K and what does it have to do with me as an investor?
I get those messages too, in my spam mailbox. But an 8K is one of a set of forms that publicly traded companies are required to file with the Securities and Exchange Commission.
Their Web site lists a table that gives a staggering number of different forms (see for yourself) which, among its vast data listing, includes the snippet that an 8K is an initial filing for offering stock.
Fortunately, the SEC also has a specific document just on Form 8K which does a much better job of explaining what the form is for and what it includes. It’s a bit confusing, because this document suggests that an 8K is a form that basically triggers the requirement for the company to file a different form if any of a specific set of events occurs. As the SEC puts it: “The instructions for Form 8-K describe the types of events that trigger a public company’s obligation to file a current report, including any of the following…”
| Section 1 | — | Registrant’s Business and Operations |
| Item 1.01 | Entry into a Material Definitive Agreement | |
| Item 1.02 | Termination of a Material Definitive Agreement | |
| Item 1.03 | Bankruptcy or Receivership | |
| Section 2 | — | Financial Information |
| Item 2.01 | Completion of Acquisition or Disposition of Assets | |
| Item 2.02 | Results of Operations and Financial Condition | |
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
|
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement |
|
| Item 2.05 | Costs Associated with Exit or Disposal Activities | |
| Item 2.06 | Material Impairments | |
| Section 3 | — | Securities and Trading Markets |
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
|
| Item 3.02 | Unregistered Sales of Equity Securities | |
| Item 3.03 | Material Modification to Rights of Security Holders | |
| Section 4 | — | Matters Related to Accountants and Financial Statements |
| Item 4.01 | Changes in Registrant’s Certifying Accountant | |
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review |
|
| Section 5 | — | Corporate Governance and Management |
| Item 5.01 | Changes in Control of Registrant | |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
|
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
|
| Item 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans |
|
| Item 5.05 | Amendment to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics |
|
| Section 6 | — | Reserved (for future use) |
| Section 7 | — | Regulation FD Disclosure |
| Section 8 | — | Other Events |
| Item 8.01 | Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.) |
|
| Section 9 | — | Financial Statements and Exhibits |
| Item 9.01 | Financial Statements and Exhibits |
Companies have four days to file a Form 8-K for the events specified in the items in Sections 1-5 and 9 above. In terms of sections 6-8, I can’t say since I’m not an SEC attorney or investment expert myself. Fortunately, all the 8K filings from companies are stored in the exceptionally informative EDGAR database on the SEC site, and there’s plenty of help information available too.
Finally, I feel like this answer is a bit fuzzy, but as far as I can tell, the 8-K is a form that companies file with Securities and Exchange Commission when they have a specific “trigger” event transpire, and then they have a responsibility to file a followup form or document within a few days that details exactly what happened, how it affects the company, and its impact on shareholders.
I hope that’s helpful, and if there are any errors in this entry that you know of, dear reader, please chime and help us all learn more about the mysterious SEC 8K form. Thanks!
Hello, thank you for the post. interesting. What would you consider as “material to the business” for an S1 filing? Is there a definition of what a company must include in terms of law suit and ongoing litigation that a company MUST mention in an IPO SEC S1 filing?
Thanks
Is a non-reporting pink sheet listed company required to file a form 8K for material events or any notification for that matter to stockholders