Periodic Reporting Under Securities Exchange Act

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Presentation transcript:

Periodic Reporting Under Securities Exchange Act By Lori A. Gelchion

Discussion Topics Federal Securities Law Overview Who Must File Periodic Reports? What are Periodic Reports? What is a Reporting Company’s Filer Status? When Must Periodic Reports be Filed? What if a Periodic Report is Late? When Must a Periodic Report be Amended? Form Preparation and Mechanics

Federal Securities Law Overview Securities Act of 1933 Regulates all offers and sales of a company’s securities. Absent an exemption, all offers and sales must be registered with the SEC. Also governs the use of offering documents and other communications with investors.

Federal Securities Law Overview Securities Exchange Act of 1934 Sets out periodic reporting obligations for public companies. Sets out proxy and tender offer rules for companies registered under Section 12 of the Exchange Act. Also regulates national securities exchanges (NYSE, NASDAQ), broker-dealers, analysts and credit rating agencies. The term “public company” or “reporting company” often refers to a company which is subject to the requirements of the Exchange Act.

Who Must File Periodic Reports? A company must file periodic reports if it is subject to either: Section 13 of the Exchange Act or Section 15(d) of the Exchange Act.

Who Must File Periodic Reports? – Subject to Section 13 A company is subject to Section 13 of the Exchange Act if it has a class of securities registered pursuant to Section 12(b) or Section 12(g) of the Exchange Act. Required to register under Section 12(b) if the company has securities listed on a national securities exchange Applicable to debt or equity securities Registration must be made concurrently with the listing of the securities on the national securities exchange Required to register under Section 12(g) if the company has Either 2,000 or more record holders OR 500 or more record holders that are not accredited investors AND Total assets of at least $10 million Section 12(g) Applicable only to equity securities Registration must be made within 120 days of the end of the fiscal year in which the registration thresholds are met

Who Must File Periodic Reports? – Subject to Section 15(d) A company is subject to Section 15(d) of the Exchange Act if it has securities registered under the Securities Act. (i.e., it has an effective registration statement under the Securities Act) A company’s obligation to file periodic reports under Section 15(d) is suspended: For any fiscal year (other than the year in which the Securities Act registration statement becomes effective), if the company has less than 300 record holders; or If the company already has securities registered under Section 12 of the Exchange Act.

Who Must File Periodic Reports? – Section 13 or Section 15(d) Why does it matter? All reporting companies are not the same. If subject to Section 13, then the company is also subject to the: Proxy rules Tender offer rules Section 16 reporting rules Beneficial ownership reporting rules for 5% or greater holders If subject to Section 15(d), then the company does not have the foregoing obligations.

What are Periodic Reports? Annual Report on Form 10-K Quarterly Report on Form 10-Q Current Report on Form 8-K Proxy Statement (if subject to Section 13)

What are Periodic Reports? – Form 10-K Annual update of information about the reporting company. Includes: Description of the company’s business Risk factors Unresolved SEC comments Description of material properties Summary of material legal proceedings Mine safety disclosures Information about the company’s stock market, trading prices and dividend policy Selected financial information Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) Quantitative and qualitative disclosures of market risk Annual audited financial statements Financial supplementary data Changes in and disagreements with accountants Controls and procedures Information about directors and officers Description of executive compensation Beneficial ownership of securities Related party transactions Certain corporate governance matters

What are Periodic Reports? – Form 10-Q A quarterly update of the information about the reporting company. Includes: Unaudited quarterly financial statements MD&A Quantitative and qualitative disclosures of market risk Controls and procedures Summary of new material litigation or developments in previously disclosed litigation Description of material changes to the risk factors from that previously disclosed Defaults upon senior securities Mine safety disclosures Securities repurchased during the quarter Unregistered sales of equity securities during the quarter (if not already reported on Form 8-K)

What are Periodic Reports? – Form 8-K Current update of real-time information about the reporting company. The company must make disclosure upon the occurrence of a “reportable event.” Usually within four business days of the event The company also may choose to voluntarily disclose additional information on Form 8-K that the company believes is important to stockholders.

What are Periodic Reports? - Form 8-K Reportable Events Form 8-K Topical Sections: Business and Operations Financial Information Securities and Trading Market Matters Related to Accountants and Financial Statements Corporate Governance and Management Asset Backed Securities Regulation FD Disclosure Other Events (Voluntary Disclosure) Financial Statements and Exhibits

What are Periodic Reports? – Form 8-K Reportable Events Entry into a Material Definitive Agreement (Item 1.01) Termination of a Material Definitive Agreement (Item 1.02) Bankruptcy or Receivership (Item 1.03) Acquisition or Disposition of Assets (Item 2.01) Results of Operations (Item 2.02) Creation of a Direct Financial Obligation or Off-balance Sheet Arrangement (Item 2.03) Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement (Item 2.04) Exit or Disposal Activities that Involve Material Costs (Item 2.05) Material Impairment of Assets (Item 2.06) Notice of Delisting of the Issuer’s Securities, Notice of Failure to Comply With a Continued Listing Standard, or Transfer of a Securities Listing (Item 3.01) Unregistered Sales of Equity Securities (Item 3.02) Material Modifications of Rights of Security Holders (Item 3.03) Changes in Accountants (Item 4.01) Non-reliance on Previously Issued Financial Statements (Item 4.02) Changes in Control (Item 5.01) Board and Executive Matters (Item 5.02) Amendment of Charter or Bylaws or Change in Fiscal Year (Item 5.03) Trading Suspension Under Employee Benefits Plans (Item 5.04) Code of Ethics Waiver or Amendment (Item 5.05) Change in Shell Company Status (Item 5.06) Shareholder Vote Results (Item 5.07) Shareholder Director Nominations (Item 5.08) Regulation FD Disclosure (Item 7.01) Other Events (Item 8.01) Financial Statements and Exhibits (Item 9.01)

What are Periodic Reports? – Form 8-K Common Reportable Events Company enters into a merger agreement, stock purchase agreement or asset purchase agreement in which the company or substantially all of its business is to be sold or in which the company will acquire another company or new business (Item 1.01) Company completes the acquisition of another company or business (Item 2.01) Company sells a substantial portion of its assets or business (Item 2.01) Company enters into a new credit agreement (Items 1.01, 2.03; possibly Item 1.02) Company receives notice of default under an existing credit agreement (Item 2.04) Company enters into a stockholder rights plan (Item 1.01) Company issues convertible debt in a private placement (Item 2.03; possibly Item 3.02) Company issues an earnings press release (Item 2.02) Company receives letter from securities exchange that not in compliance with continued listing standards (Item 3.01)

What are Periodic Reports? – Form 8-K Common Reportable Events Company changes auditors (Item 4.01) Company must restate financial statements (Item 4.02) Director resigns or retires (Item 5.02(b)) New director is appointed (Item 502(a)) Certain officers resign (Item 5.02(b)) Certain officers are appointed (Item 5.02(c)) Company enters into or amends employment agreements with certain officers (Item 5.02(e)) Shareholders approve new stock option plan for officers and directors (Items 5.02(e), 5.07) Company will use an investor presentation with analyst and investors which contains material non-public information (Item 7.01)

What are Periodic Reports? – Form 8-K Common Voluntary Disclosures Item 8.01: Board authorizes a stock split Board approves stock repurchase program Board approves a spin-off of a subsidiary Board declares a dividend Board approves a redemption of outstanding debt Named executive officer enters into Rule 10b5-1 trading plan Company has a positive business development (for example, FDA approval of a new drug) Company experiences a negative business development (for example, recall of an existing product)

What are Periodic Reports? Proxy Statement Reporting companies that are registered under Section 12 of the Exchange Act must also comply with the proxy solicitation rules of the Exchange Act. The proxy solicitation rules are set forth in Regulation 14A of the Exchange Act and Provide the requirements that apply to any communication by a reporting company that would cause a stockholder to grant, withhold or revoke a proxy Seek to ensure adequate disclosure of material information about any matter to be voted upon by stockholders Dictate certain requirements for proxy contests In short, Regulation 14A regulates all communications in which a company solicits proxies from its stockholders.

What are Periodic Reports? Proxy Statement – Contents Schedule 14A sets out the specific information required to be in a proxy statement. Information about the stockholders’ meeting Notice of the meeting (including date, time and place) Description of matters to be voted on at the stockholders’ meeting The stockholder vote required to approve each matter The company’s recommendation on each matter Information about the company Officers and directors The board and its committees Executive compensation Ownership of the company’s securities by directors, officers and large stockholders Corporate governance matters

What are Periodic Reports? Annual Report to Stockholders When a public company delivers its proxy statement to stockholders, it must also deliver its annual report. The annual report contains much of the same information as the Form 10-K, including: Audited financial information MD&A A description of certain aspects of the company’s business Stock and dividend information Information about the company’s officers and directors The company may use its Form 10-K as its annual report to stockholders, without any additions or modifications.

What is a Reporting Company’s Filer Status? Reporting companies are categorized based on “size” and “age.” Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company

What is a Reporting Company’s Filer Status? – Why Does it Matter? Filer status determines: Deadlines for filing certain periodic reports Level of disclosure required in certain periodic reports As a result: Legal, accounting and other compliance costs of remaining publicly traded are reduced for smaller reporting companies Somewhat easier for young, growing companies to raise capital in the public markets

What is a Reporting Company’s Filer Status? – Large Accelerated Filer A reporting company that meets all of the following conditions as of the end of its fiscal year: Public float of common equity of $700 million or more as of the last business day of its most recently completed second fiscal quarter; Subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act for at least 12 calendar months; Previously filed at least one annual report to stockholders under Section 13(a) or 15(d) of the Exchange Act; and Not eligible to rely on the smaller reporting company requirements for its annual and quarterly reports.

What is a Reporting Company’s Filer Status? – Accelerated Filer A reporting company that meets all of the following conditions as of the end of its fiscal year: Public float of common equity of $75 million or more (but less than $700 million) as of the last business day of its most recently completed second fiscal quarter; Subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act for at least 12 calendar months; Previously filed at least one annual report to stockholders under Section 13(a) or 15(d) of the Exchange Act; and Not eligible to rely on the smaller reporting company requirements for its annual and quarterly reports.

What is a Reporting Company’s Filer Status? – Non-Accelerated Filer A reporting company that does not meet the requirements to be: An accelerated filer or A large accelerated filer.

What is a Reporting Company’s Filer Status? – Smaller Reporting Company A reporting company that is not an excluded issuer and has either: A public float of common equity of less than $75 million or Calculated as of the end of its most recently completed second fiscal quarter (if a reporting company) or Calculated as of a date within 30 days of the filing date of its initial registration (if a non-reporting company) Less than $50 million in revenue during its previous fiscal year (if it has no common equity public float or market price) Excluded issuers: Investment companies Asset back issuers Majority-owned subsidiaries of a parent company that is not a smaller reporting company

When Must Periodic Reports be Filed When Must Periodic Reports be Filed? – Form 10-K and Form 10-Q Filing Deadlines Filer Status Form 10-K Form 10-Q Large Accelerated Filers 60 days after fiscal year end 40 days after fiscal quarter end Accelerated Filers 75 days after fiscal year end Non-Accelerated Filers (including Smaller Reporting Companies) 90 days after fiscal year end 45 days after fiscal quarter end

When Must Periodic Reports be Filed? – Form 8-K Filing Deadlines Most reportable events require that the Form 8-K disclosing the event be filed no later than four business days after the event. There are certain limited exceptions to the four business day deadline, including: Regulation FD Disclosure – simultaneously with respect to any intentional disclosure of material non-public information or within 24 hours of any unintentional disclosure of such information (Item 7.01) Financial statements and pro forma financial information for significant acquisitions – no later than 71 days after the original Form 8-K reporting the acquisition is filed (Item 9.01) Other information – no filing deadline (Item 8.01)

When Must Periodic Reports be Filed? – Proxy Statement Timing for filing and delivery of the proxy statement is determined by the date the company sets for its stockholders’ meeting. The company’s organizational documents and state law set time periods for the delivery of a notice of the meeting (typically the notice period is at least 10 days, but no more than 60 days, before the meeting date) The Exchange Act requires that a company must file the proxy statement with the SEC no later than the day that the company begins to deliver its proxy materials to stockholders Proxy statement, proxy card, annual report Under certain circumstances, need to file a preliminary proxy statement Non-routine proposals Must file preliminary proxy statement 10 calendar days before mailing it to stockholders Subject to SEC review and comment

SEC Review of Form 10-K and Form 10-Q Sarbanes-Oxley Act of 2002 requires the SEC to review a company’s periodic reports at least once every three years. The SEC may review a company’s reports more often if: The company files a registration statement under the Securities Act (as a part of a review of the registration statement) The SEC is monitoring compliance with a new rule or an existing rule The SEC is monitoring specific companies Typical SEC comments include questions based on disclosed information and requests to revise disclosure based on the SEC’s interpretation of its rules and regulations. The company must respond to SEC comments by filing a response letter and may need to amend certain reports.

What if a Periodic Report is Late? – Consequences If a company fails to file a required periodic report timely (or at all), the SEC may: Revoke the company’s Exchange Act registration Institute an investigation and seek injunctions and monetary penalties Issue a cease and desist order Assess a $100 per day fine for each day the company is in violation of the reporting requirement (if the company is reporting pursuant to Section 15(d)) The most significant consequences for many reporting companies are: Loss of Form S-3 eligibility Inability of stockholders to sell securities under Rule 144 Violation of the continued listing standards of the applicable securities exchange Potential violation of covenants in credit or debt agreements

What if a Periodic Report is Late What if a Periodic Report is Late? – Safe Harbor for Form S-3 Eligibility To be able to use Form S-3, a company must have timely filed all required periodic reports during the previous 12 months. A company that does not timely file certain Form 8-K reports will not lose its ability to use Form S-3 if it: Files the delinquent Form 8-K before it files the Form S-3 or Discloses the information that should have been filed in the delinquent Form 8-K in a Form 10-Q or Form 10-K before it files the Form S-3. This exception applies only to certain Form 8-K Items - 1.01, 1.02, 1.04, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e). If the company fails to timely file a Form 8-K for another item, then the company would not be eligible to use Form S-3 for the next 12 months.

What if a Report is Late? – Form 12b-25 Rule 12b-25 requires a company to file a Form 12b-25 if all or any portion of its Form 10-K or Form 10-Q is not filed by the original filing deadline. Form 12b-25 is due no later than one business day after the original filing deadline of the Form 10-K or Form 10-Q. Form 12b-25 requires the company to: State the reason for its inability to file the report in a timely manner Provide both narrative and quantitative disclosure of any anticipated changes in its results of operations from the corresponding period for the last fiscal period Represent that its inability to timely file could not be eliminated without unreasonable effort or expense Represent that it will file the Form 10-K or Form 10-Q within 15 or 5 calendar days, respectively, of the original filing deadline

What if a Report is Late? – Form 12b-25 If the filing of the report is made before the end of the applicable extension period, then the report is deemed timely filed. If the filing is not made before the end of the applicable extension period, or the Form 12b-25 is not otherwise in compliance, then the report is late. Form 12b-25 is not available for filings on Form 8-K–only Form 10-K and Form 10-Q If the filed Form 12b-25 relates only to a portion of the report, then the remainder of the report should be filed by the original filing deadline

What if a Report is Late? - Form 12b-25 During the extension period: Company cannot use a registration statement if a condition to use is that the company has filed or timely filed all periodic reports Company cannot file a new Form S-3 unless: The delayed periodic report is filed and It must be filed within the applicable extension period Company may not use an already effective Form S-3 unless: The prospectus included in the effective Form S-3 is a valid prospectus under Section 10(a) of the Securities Act There are no anti-fraud concerns with the prospectus Holders of company securities may not use Rule 144 for resell due to lack of current public information about the company

When Must a Periodic Report be Amended? A company may need to amend a filed periodic report: To revise disclosed information based on SEC comments As a result of a restatement of its financial statements, to provide the restated financial statements and update any related financial disclosure To correct any misstatements, omissions or errors (such as failing to file a necessary exhibit or filing the wrong exhibit) Amendment is filed using the same form but name is changed (Form 10-K/A, Form 10-Q/A, Form 8-K/A). Amendment does not need to restate the entire form, only the complete text of the specific item being amended. Amendments should be filed as promptly as possible.

Form Preparation Be certain you are working with the current form and related instructions - available at www.sec.gov. Review carefully each disclosure item in the form and the applicable provisions of Regulation S-K and Regulation S-X. Use available sources of information: The applicable form from the previous year or quarter Most recent registration or prospectus filed by the company Board minutes and any board books or board packages Company marketing information (brochures, publications, press releases) Litigation records Director and officer questionnaires Coordinate collection of information, and drafting and review of the report, among parties (legal department, management, accounting department, auditors, board of directors, outside legal counsel). Develop a timetable and responsibility schedule.

Filing Mechanics Periodic reports must be filed electronically with the SEC through the EDGAR system. Must convert the periodic report into specific electronic format accepted by EDGAR (also known as EDGARizing) Conversion may be done by a financial printer or by outside counsel or the company if it obtains appropriate software package In order to file by EDGAR, the company first must obtain the proper filing codes by requesting them through the SEC. Regulation S-T: Sets forth the requirements and procedures relating to electronic submissions Requires electronic filings be prepared in accordance with the provisions of the EDGAR Filer Manual Production and processing of the EDGAR submission takes time. Prior to filing, confirm that signature pages to the periodic report have been executed.

Periodic Reporting Under the Securities Exchange Act How is it useful to me?