R5 Securities Reg 4 (Th)

Question 0

Form 10-Q

Answer 0

A quarterly report filed within 40 days of the end of the first 3 quarters of each fiscal year. It must contain reviews of interim financial information by independent CPAs

Question 1

Form 10-K

Answer 1

A required report that must be submitted within 60 days for large corporation (90 days for smal corporations) of the end of the fiscal year. It must contain material facts and be certified by independent accountants

Question 2

Form 8K

Answer 2

Must be filed within 4 days after major change in company

Question 3

1934 Act Reporting Requirements

Answer 3

Periodic business reports

5% or more owners must report background information on purchaser, the source of funds, and purpose of buying

Tender offers must be reported

Insiders must report disclosing their holdings and monthly updates

Proxy solicitations and proxy statements

Question 4

Tender Offer

Answer 4

An offer to all shareholders to purchase stock for a specified price for a specified time

Question 5

Insiders

Answer 5

Officers, directors, more than 10% stockholders

Question 6

Short Swing Profits

Answer 6

The 1934 acts limits insider trading by imposing absolute liability on any insider who makes on profit on the purchase or sale of a reporting company’s stock within a six-month period

Question 7

Proxy Solicitation

Answer 7

A written request for permission to vote a shareholder’s shares at a shareholder meeting If directors are being elected, an annual report with an audited balance sheet must be sent to al shareholders entitled to vote

Question 8

Proxy Statement

Answer 8

Must be sent to al stockholders disclosing al facts that are pertinent to the matter on which the stockholders wil vote

Question 9

Antifraud Provisions of the 1934 Act - Rule 10b-5

Answer 9

Applies even if registration is not required

Prohibits fraud in connection with the purchase or sale of any security

Question 10

Cause of Action for Rue 10b-5 of the 1934 Act

Answer 10

Plaintiff bought or sold securities

Suffered a loss

Material misrepresentation or omission of fact

Scienter

Reliance

Interstate Commerce

Question 11

Insider Trading Under Rule 10b-5 of the 1934 Act

Answer 11

It is ilegal for a person to trade on the basis of inside information (material, nonpublic information). The SEC can impose fines and seek criminal penalties

Question 12

Section 18 of the 1933 Act

Answer 12

A personal can be held liable for intentionaly making false or misleading statements in a registration statement or any report filed under the 1934 Act