Form 8-K Flashcards
Name all 9 section and 26 items under form 8-K?
Section 1 - Registrant’s Business and Operations.
Section 2 - Financial Information.
Section 3 - Securities and Trading Markets. Section 4 - Matters Related to Accountants and Financial Statements.
Section 5 – Corporate Governance and Management.
Section 6 - Asset-Backed Securities.
Section 7 - Regulation FD.
Section 8 - Other Events. Section 8 - Financial Statements and Exhibits.
Name all 4 items under 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,
1.04 Mine Safety - Reporting of Shutdowns and Patterns of Violations.
Name all 6 items under 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, 2.06 Material Impairments.
Describe Section 7 and Item 7.01? (1) Section heading; (2) Item heading; (3) Content; and (4) Key Concepts
Section 7-Regulation FD
Item 7.01. Regulation FD Disclosure.
Unless filed under Item 8.01, disclose under this item only information that the registrant elects to disclose through Form 8-K pursuant to Regulation FD.
Key Concepts: (1) used to satisfy “public dissemination” requirement for info. requiring public disclosure under Reg. FD
Describe Instruction B(1) to Form 8-K [Hint: Deadlines]
Key Points (Filing Deadlines):
(1) Reports to be filed or furnished, as applicable, within 4 days (unless otherwise specified) after the occurrence of any one or more events specified under Sections 1-6 and 9.
(2) If event falls on Sat./Sun. or “holiday on which Commission is not open for business” 4 BD period runs from and includes first BD thereafter.
(3) Can either furnish report under Item 7.01 or elect to file under Item 8.01 to satisfy Reg. FD.
(4) Must do so in accordance with Rule 100(a) of Reg FG requirements, including deadlines.
(5) Item 5.08 (Shareholder Director Nominations) - 4 BD trigger = date registrant determines the anticipated meeting date.
B. Events to be Reported and Time for Filing of Reports
1. A report on this form is required to be filed or furnished, as applicable, upon the occurrence
of any one or more of the events specified in the items in Sections 1–6 and 9 of this form. Unless
otherwise specified, a report is to be filed or furnished within four business days after occurrence
of the event. If the event occurs on a Saturday, Sunday or holiday on which the Commission is
not open for business, then the four business day period shall begin to run on, and include, the
first business day thereafter. A registrant either furnishing a report on this form under Item 7.01
(Regulation FD Disclosure) or electing to file a report on this form under Item 8.01 (Other Events)
solely to satisfy its obligations under Regulation FD (17 CFR 243.100 and 243.101) must furnish
such report or make such filing, as applicable, in accordance with the requirements of Rule 100(a)
of Regulation FD (17 CFR 243.100(a)), including the deadline for furnishing or filing such report.
A report pursuant to Item 5.08 is to be filed within four business days after the registrant determines
the anticipated meeting date.
Describe Instruction B(2) to Form 8-K [Hint: Filed vs. Furnished]
Key Points (Filing vs. Furnishing):
(1) Filed = incorporated by reference; Furnished = not.
(2) Item 2.02 and 7.01 Exemption: (a) Not deemed “filed” unless specifically stated that it should be so considered or incorporated by reference into a ‘33 or ‘34 Act filing. (b) All exhibits to such filings (even if including other Items) are deemed furnished and not “filed” unless you specify otherwise.
2. The information in a report furnished pursuant to Item 2.02 (Results of Operations and Financial Condition) or Item 7.01 (Regulation FD Disclosure) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act. If a report on Form 8-K contains disclosures under Item 2.02 or Item 7.01, whether or not the report contains disclosures regarding other items, all exhibits to such report relating to Item 2.02 or Item 7.01 will be deemed furnished, and not filed, unless the registrant specifies, under Item 9.01 (Financial Statements and Exhibits), which exhibits, or portions of exhibits, are intended to be deemed filed rather than furnished pursuant to this instruction.
Describe Instruction B(6) to Form 8-K [Hint: Reg. FD Materiality]
A registrant’s report under Item 7.01 (Regulation FD Disclosure) or Item 8.01 (Other Events)
will not be deemed an admission as to the materiality of any information in the report that is
required to be disclosed solely by Regulation FD.
Filed vs. Furnished - What are [2] key concepts to remember?
- All Disclosures on Form 8-K—whether filed or furnished—are subject to the anti-fraud provisions
of the federal securities laws. - Does the Client Have a Shelf? “Note that because you are taking the approach of furnishing the release and deck under Item 7.01, your Securities Act file has not yet been updated with the information contained in those documents. If you plan to do an offering prior filing your next 10-Q, we will just need to file an 8.01 8-K with a business update. Not an issue, just want to flag.” MNTA
