SEC Reporting Requirements (Know the Forms)

Question 1

Securities Offering Registration Statements

Answer 1

1. Disclosure about securities being offered for sale
2. Relationship of new securities to the Co’s other sec.
3. Info similar to that filed in the annual filing
4. Audited financial statements
5. Description of business risk factors

Question 2

Form 10-K

Answer 2

Must be filed annually by US issuers.
Deadlines:
Lg Accelerated Filers (worldwide mkt value of common
equity > or = $700 million or more as of most recent
2nd fiscal qtr.) due within 60 days after end of fiscal yr.
Accelerated filers (worldwide mkt value of common equity
>$75 million but

Question 3

Form 10-Q (Timeliness emphasized over reliability-Unaudited) Due quickly!

Answer 3

Must be filed Quarterly by US Issuers
Deadlines:
Lg Accel & Accel filers - due 40 days after fiscal yr-end
All other registrants - due 45 days after fiscal yr-end.

Question 4

Form 11-K

Answer 4

Annual report for a company’s emp. benefit plan(s)

Question 5

Forms 20-F and 40-F

Answer 5

Filed annually by Foreign Private Issuers:

40-F for Canandian Co’s registered with the SEC

20-F for Other Non-US registrants

Same financial disclosures as 10-K.
Audited financials may be prepared using GAAP, IFRS or
a comprehensive body of accting principles other than
US GAAP or IFRS (if the later is used, must provide
reconciliation to US GAAP.

Question 6

Form 6-K

Answer 6

Filed semi-annually for Foreign Private Issuers in the US. The do not have to file quarterly.

Question 7

Form 8-K

Answer 7

To report Major Corporate Events - ex.
Corp. Asset Acquisiitons
Corp. Disposals
Changes in Accountants or Fin. Stmts

Question 8

Forms, 3, 4 and 5

Answer 8

Required to be filed by Directors, Officers or Shareholders of >10% of a registered Co.

Question 9

REGULATION S-X

Answer 9

SEC sets for “Form & Content” of and requirements for interim and annual financial statements to be filed with the SEC.

Interim Statements - Must be REVIEWED
Annual Statements - Must be Audited

Question 10

Interim - Statements & Periods Presented

Answer 10

Balance Sheet as of the end of the most recent fiscal quarter and as of the preceding fiscal year.

Income Statements for the most recent fiscal quarter, for the period between the end of the preceding fiscal year and the end of the most recent fiscal quarter, and for the corresponding periods of the preceding fiscal year.

Statements of Cash Flows for the period between the end of the preceding fiscal year and the end of the most recent fiscal quarter, and for the corresponding period for the preceding fiscal year.

Question 11

Adjustments for Fair Presentation

Answer 11

Interim Financial Stmts should reflect adjustments necessary to fairly state the results of the interim period and a statement to that effect should be included in the notes to the fin. stmts.

Question 12

Condensed

Answer 12

Interim Fin. Stmts. may be condensed

Question 13

Disclosure OK to Omit in Interim Fin. Stmts.

Answer 13

Interim Fin. Stmts may omit the summary of significant accounting policies (since the users have acces to the most recent annual Fin. Stmts.

Question 14

Disclosures to Include (Required) in Interim Fin. Stmts.

Answer 14

Material Contingencies

Events subsequent to the end of the most recent fiscal year that have amterial impact on the entity, including changes in accting principles and practices (include date of and reason for change), changes in estimates, changes in the status of long-term contracts, significant new borrowings or modifications of financing arrangements, and business combinations or dispositions.

Question 15

Annual Fin. Stmts - Requirments

Answer 15

AUDITED

Question 16

Annual Fin. Stmts - Periods Presented

Answer 16

BS for 2 most recent fiscal yrs.
Statement of Income, Changes in Owners’ Equity, and
Cash Flows for each of the (3) fiscal years preceding
the date of the most recent audited balance sheet.

NOTE: IFRS requires (2) of everything.