The Securities and Exchange Commission (SEC) requires many forms and disclosures from companies that issue securities. The following are some of the most important SEC forms that are important to be aware of. If you are not sure whether one of these SEC forms applies to you or your business, a securities lawyer from the Priori network can help you better understand your filing responsibilities and then complete the relevant filing.
Regular Financial Reports
Most key SEC forms and filings are related to the regular financial reporting required of public companies, as well as some private companies. The following are the key forms related to financial reports that companies may periodically have to file.
Form 10-K and Form 10-Q
Form 10-K is a lengthy annual report that must be submitted to the SEC within 90 days of the end of a fiscal year. This form provides a comprehensive analysis of the company’s performance and consists of several parts. The primary sections include the business summary (which details the company's operations, business segments, history, real estate, marketing activities, research and development progress, competition, and employees), financial statements, and management discussion and analysis (commonly referred to as the “MD&A”). The management discussion and analysis provides an outlook on next year and any forecasting and reflections by the executive team.
Form 10-Q is similar to Form 10-K, but much shorter and less detailed. Form 10-Q must be submitted at the end of the other three fiscal quarters and focuses solely on updates and financial statements for the preceding quarter, not the whole fiscal year.
Major events within a company during the applicable reporting period are reflected on Forms 10-K and 10-Q, but for unscheduled material events of interest to shareholders, additional information is disclosed more quickly by filing a Form 8-K. A Form 8-K contains financial details and data surrounding only the material event in question. Some events that require filing a Form 8-K include a bankruptcy or receivership, material impairments, acquisitions, dispositions of important assets, and departures or appointments of key executives.
A proxy statement must be filed with the SEC before every annual shareholders meeting. The proxy statement contains information relating to any issues that may be brought up at the meeting, so that stockholders can make properly informed decisions. Often the proxy statement includes proposals for new board members, information on directors' salaries, bonus and options plans for directors, and declarations made by company management.
Forms 3, 4 and 5
When company ownership changes significantly, including through officer and director action, it must be disclosed via Forms 3, 4 and 5, as applicable. Form 3 is filed any time an affiliate is first issued shares or any investor gains 10% or more of the company's outstanding shares. Form 4 is filed whenever whenever there is a material change in the holdings of company insiders, such as directors, management or shareholders holding at least 10% of the company. Form 5 is filed annually if an affiliate or insider receives any other small gifts of shares or other minor transactions that may not have been otherwise reported.
Schedule 13G and Schedule 13D
Schedule 13D is an SEC disclosure form that must be filed any time that a shareholder or entity acquires more than 5% of any class of a public company's shares. It contains information on the shareholder and an explanation of why the transaction is taking place, as well as any voting rights conferred. If a party gains 5%-20% of a company’s shares as a passive investor only, a Schedule 13G can alternatively be filed, which requires less information about the new shareholder.
Any company selling securities must register with the SEC unless they qualify under an exemption. There are several forms that companies can file to register with the SEC, but the following are the most common.
When a company first registers with the SEC for an initial public offering (IPO), the required disclosure document is the Form S-1, which must be filed with the SEC. This is a highly detailed prospectus and requires lengthy due diligence to complete. A Form S-1 will include information on the business model, planned use of capital proceeds, financial statements, current competition, the planned security itself, offering price methodology, and possible dilution caused to other securities upon going public, as well as many other details.
If a company plans to offer securities as a part of a continuing offering that has previously been meeting filing obligations, a simplified version of Form S-1, the Form S-3, can be used.
SEC form S-4 is used to report material information on securities issued in relation to a merger or acquisition. A Form S-4 contains all the terms of the agreement, as well as significant financial information on both companies and the stocks to be created.
How do I know which forms I need to fill out for the SEC and when?
The best way to ensure that your company fully SEC compliant is to speak with a securities lawyer about the unique situation within your company.