Defaults Upon Senior Securities Disclosure Requirements Several SEC forms require disclosure of Payment defaults on debt Dividend arrearages on preferred stock Includes significant subsidiaries Required by Form 8-K Item _ Form 10-Q Item 3 Related Topics S-K Index
Submission of Matters to a Vote of Security Holders Disclosure Requirements Several SEC forms require disclosure of the results of a vote by security holders Date of meeting Whether annual or special Results of a director election Voting breakdown Contested proxy settlement Dividend arrearages on preferred stock Includes significant subsidiaries [more...]
Description of Business Summary S-K Item requires specified disclosures Narrative discussion about the issuer's business 101(a) and 101(c) Segment disclosures 101(b) and 101(d) Where to find specified information about the issuer 101(e) and 101(f) For FPIs, litigation-related information 101(g) [more...]
Description of Business S-K 101(e) Available Information Rule Requires statements about where information can be obtained: Whether reports are filed with SEC Applies only to registration statements Rule 101(e)(1) That public may read or obtain copies of filings from the SEC Applies only to registration [more...]
Description of Business S-K 101(a) General Rule Describe general development of business over past five years Additional disclosures required for new registrants Covers registrant, subsidiaries and predecessors SEC FAQs Does not require discussion of entry into new segment after close of fiscal year covered by Form 10-K [more...]
Description of Property S-K 102 Rule Covers plants, mines and other physical properties Covers subsidiaries May need to identify by industry segment Instructions S-K 102 Description of Property Item Covers plants, mines and other physical properties Covers subsidiaries May need to identify by industry segment State briefly [more...]
Legal Proceedings S-K 103 Rule Requires disclosure of material pending legal proceedings Issues Covers subsidiaries Covers "proceedings known to be contemplated by governmental authorities" Exception for ordinary routine litigation incidental to the business Exception if claim is for less than 10% of [more...]
Overview S-K disclosure items S-K 10(a) Application of Regulation S-K S-K 10(a) Application of Regulation S-K. This part (together with the General Rules and Regulations under the Securities Act of 1933,as amended (Securities Act), and the Securities Exchange Act of 1934,as amended (Exchange Act), the Interpretative [more...]
Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters Summary Requires specified disclosures about the issuer's securities Principal trading markets and historical trading prices 201(a) Number of holders of common equity 201(b) Dividend history; Restrictions on dividends 201(c) Stock issuable under equity [more...]
S-K 201(a) Market Information Rule Provide specified information about trading markets for each class of common equity Instructions Foreign issuers See also SEC Interpretations below S-K 201(a) Quick Finder S-K 201(a)(1) Market information S-K 201(a)(2) No established [more...]
S-K 201(b) Holders Rule Provide approximate number of holders of each class of common equity Rule Foreign issuers See also SEC Interpretations below S-K 201(b) Holders S-K 201(b)(1) Set forth the approximate number of holders of each class of common equity of the registrant as of the latest [more...]
Dividends on the Registrant's Common Equity S-K 201(c) Dividends Rule Disclose cash dividends declared Use tabular format Give retroactive effect to stock dividends and stock splits Discuss restrictions on payment of dividends Encourages disclosure of intent to pay future dividends Instructions Foreign issuers See also SEC Interpretations [more...]
Summary Covers disclosure issues related to stock option and other equity-based compensation plans S-K Item 201(d) Rule Equity compensation plan disclosure Tabular disclosures required in annual report or proxy statement Showing number and weighted-average exercise price of outstanding options Number available for [more...]
Performance Graph S-K 201(e) Performance Graph Rule Requires line graph comparing yearly percentage change in total shareholder return with 1> broad equity index and 2> peer group For peer group comparison, issuer may use 1> published industry or line-of-business index, 2> peer issuers selected in good faith or 3> [more...]
Description of Registrant's Securities General Applies to equity or debt being registered under the Securities Act or the Exchange Act Requires disclosures about exchange listing for such securities See Note at introduction to S-K 202 with regard to disclosure of listing applications S-K 202(a) Capital Stock [more...]
S-K 301 Selected Financial Data Rule Provide specified financial data For each of last five fiscal years To highlight significant financial trends Instructions Rule Use comparative columnar format Data is for registrant and its subsidiaries consolidated Re: use of interim period financials Re: foreign private issuers [more...]
Supplementary Financial Information S-K 302(a) Selected Quarterly Financial Data Rule Provide specified financial data For each full quarter within the two most recent fiscal years and any subsequent interim period To highlight significant financial trends Requires auditor review Doesn't apply to foreign private issuers Required items Net [more...]
Management's Discussion and Analysis of Financial Condition and Results of Operations Summary Key disclosure requirement for SEC filings Purpose of MD&A Applies to periodic reports and registration statements S-K Item 303 is the substantive SEC rule But SEC interpretations, custom and practice are especially important here SEC has added [more...]
Summary SEC requires a separately captioned subsection of MD&A about off-balance sheet arrangements Also requires a tabular presentation of aggregate contractual obligations SEC summary 12.01.05 Applies to: Domestic issuers - per S-K 303(a)(4) Small business issuers, with some modification - per S-B 303(c) Foreign private issuers - per [more...]
S-K Item 303 303(a) Full fiscal years 303(a)(1) Liquidity 303(a)(2) Capital resources 303(a)(3) Results of operations 303(a)(4) Off-balance sheet 303(a)(5) Contractual obligations 303(a) [more...]
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure Summary Specified disclosures triggered if independent accountant has resigned (or declined to stand for re-election) or was dismissed During two most recent fiscal years and any subsequent interim period Independent accountant who was engaged As [more...]
Summary Disclosure requirements for market risk sensitive instruments : Derivative financial instruments Other financial instruments Derivative commodity instruments SEC summaries Final release 1997 S-K 305 305(a) Quantitative Information Rule Final release commentary 305(b) Qualitative Information Rule Final release commentary [more...]
S-K 306 Audit Committee Report Removed and replaced by S-K 407(d) by SEC release 33-8732A Rule Archive Report must state whether audit committee: Reviewed and discussed audited financial statements with management Discussed SAS 61-specified matters with independent auditors Received written disclosures and letter from auditor [more...]
Directors, Executive Officers, Promoters and Control Persons Developments Changes made by SEC release 33-8732 S-K 401(h),(i) and (j) deleted Audit committee financial expert Audit committee members Director nomination procedures Items revised and consolidated under new S-K 407 S-K 401(a) Directors Rule Note [more...]
Executive Compensation Disclosures Summary S-K 402 is the primary SEC disclosure item for executive compensation Substantially revised per SEC Release 33-8732 2006 "Represents a thorough rethinking of the rules in place prior to these amendments, combining a broader-based tabular presentation with improved narrative disclosure [more...]
Compensation Disclosure & Analysis CD&A Summary New S-K 402(b) requires a CD&A section A narrative discussion of executive compensation programs Overview explaining in one place the policies and decisions relating to named executive officer compensation Supplants board's compensation committee report Drafting CD&A SEC staff [more...]
Summary Compensation Table SCT Summary Key SEC disclosure item for executive compensation Table shows items of compensation for each NEO For last three fiscal years Together with related narrative disclosures Foots to an annual total figure for each NEO Covers all amounts, whether or not actually paid Uses FASB 123R to value options [more...]
Grants of Plan-Based Awards Summary S-K 402(d) requires detail on plan-based compensation By using a Grants of Plan-Based Awards Table Supplements the Summary Compensation Table By providing details on awards made to NEOs during the last fiscal year Required details include Grant date Estimated future payouts from equity (number of shares) [more...]
Narrative Disclosures for Tables Summary S-K 402(e) requires narrative disclosures of any material factors necessary to an understanding of the information contained in Summary Compensation Table S-K 402(c) Grants of Plan-Based Awards Table S-K 402(d) To provide specific context for the quantitative disclosure contained in these [more...]
Outstanding Equity Awards at Fiscal Year-End Table Summary S-K 402(f) requires detail on outstanding equity awards By using an Outstanding Equity Awards at Fiscal Year-End Table Requires disclosures about equity compensation that is still "at risk" Covers options, unvested stock awards and equity incentive plan awards outstanding as of [more...]
Option Exercises and Stock Vested Table Summary S-K 402(g) requires detail on exercise and vesting By using an Option Exercises and Stock Vested Table For each NEO, show the amounts realized upon exercise of options or vesting of restricted stock or similar awards during the most recent fiscal year To avoid potential double-counting benefits, the [more...]
Pension Benefits Table Summary S-K 402(h) requires a Pension Benefits Table Must detail each pension plan in which an NEO participates Actuarial present value of the accumulated benefit Number of years of credited service Any payments made during the last fiscal year Valuation must use the same assumptions used for GAAP financial reporting, [more...]
Nonqualified deferred compensation plans Summary S-K 402(i) requires tabular and narrative disclosure Table requires detail about each NEO's non-qualified deferred compensation during the last fiscal year, including Executive and company contributions Earnings (not limited to above-market or preferential earnings) Withdrawals Distributions [more...]
Potential payments upon termination or change-in-control Summary Requires narrative disclosure about termination and change in control provisions, including the following Payment triggers Estimated payments and benefits Whether lump sum or annual Duration of any obligations Who will provide payments and benefits Manner of determination Conditions [more...]
Director Compensation Disclosures Summary S-K 402(k) requires a Director Compensation Table Tabular summary of all compensation and related items Including perks and consulting fees Including payments or promises in connection with director legacy and charitable award programs Similar to the Summary Compensation Table for NEOs [more...]
Summary S-K 402 was rewritten in 2006 By SEC Rel 33-8732 Also see S-K 402 This Topic Page archives pre-2006 materials Old S-K 402 402(a) General Rule Final release 33-6962 1992 SEC FAQs Telephone Manual Items 1-14 Telephone Manual Items 47-48 402(b) Summary compensation table Rule Final release 33-6962 1992 [more...]
Security Ownership of Certain Beneficial Owners and Management S-K 403 Quick Finder 403(a) Certain beneficial owners 403(b) Management 403(c) Changes in Control S-K 403(a) Certain Beneficial Owners Provide information about 5% beneficial [more...]
Security Ownership of Certain Beneficial Owners and Management S-K 403(a) Certain Beneficial Owners Rule Provide information about 5% beneficial owners Tabular format Beneficial ownership defined By reference to Regulation 13D rules See Beneficial Ownership Reporting See also Instructions and SEC Interpretations below Instructions [more...]
Security Ownership of Certain Beneficial Owners and Management Developments Amendment to S-K 403(b) 8.29.06 New disclosure requirement Requires footnote disclosure of the number of shares pledged as security by named executive officers, directors and director nominees SEC considers this to be material information for investors [more...]
Security Ownership of Certain Beneficial Owners and Management S-K 403(c) Changes in Control Rule Describe any arrangements that may result in a change of control Control defined Rule 12b-2 See also Instructions and SEC Interpretations below Instructions Instructions SEC Interpretations S-K Item 403 [more...]
Certain Relationships and Related Transactions Disclosure Summary S-K 404 has been substantially revised Per SEC Release 33-8732 2006 Key changes to S-K 404 Shift to a principles-based approach to disclosure Requirements for disclosure of specific types of director relationships (old Item 404(b) of Reg. S-K) have been eliminated [more...]
Related person transactions: Disclosure Summary S-K 404(a) requires disclosures about Transactions of all types in excess of $120,000 In which the reporting company is a participant In which a direct or indirect material interest is held by a related person Related persons include Directors Executive officers Board nominees (if included in [more...]
Related person transactions: Review, approval, ratification Summary S-K 404(b) has been rewritten Per SEC Release 33-8732 2006 Will now require disclosure about policies and procedures for the review, approval, or ratification of any transaction required to be reported under S-K 404(a) Must disclose material features of policies and [more...]
Certain Relationships and Related Transactions Disclosure Summary S-K 404(c) has been substantially revised Per SEC Release 33-8732 2006 The amendments require disclosure of the identity of, and transactions with, promoters during the last five fiscal years S-K 404(c) Promoters, Control persons S-K [more...]
S-K 405 Section 16(a) Compliance S-K Item Identify each insider that failed to timely file § 16 reports State number of late reports State number of transactions not timely reported Applies to directors, officers, 10% beneficial owners See Section 16(a) Reporting Details: Registrant can base its disclosure in reliance on forms filed by its [more...]
Disclosures re: Corporate Governance Summary SEC adopts new S-K Item 407 Consolidates disclosures about corporate governance in one S-K Item Updates disclosures about director independence Requires new disclosures about compensation committees Part of rule-making to revise executive compensation disclosures SEC Release 33-8732 August 2006 Final [more...]
Disclosures re: Director Independence Summary SEC adopts new S-K 407(a) New disclosure requirement reflects changes in director independence requirements since adoption of the Sarbanes-Oxley Act Particularly the corporate governance rules of NYSE and Nasdaq See Director Independence Requires an issuer to identify its independent directors Using [more...]
Disclosures re: Director Attendance Summary SEC adopts new S-K 407(b) 407(b)(1) requires disclosures about directors' attendance at board and committee meetings 407(b)(2) requires disclosures about directors' attendance at annual meeting Replaces Schedule 14A Items 7(d)(1), (f), and (h)(3) As part of consolidation of corporate governance [more...]
Disclosures re: Nominating Committees Summary SEC adopts new S-K 407(c) Replaces Schedule 14A Item 7(d)(2) and S-K 401(j) As part of consolidation of corporate governance disclosure requirements per new S-K 407 Adopted per SEC Release 33-8732A August 2006 No substantive change was made See SEC release 33-8732A (2006) Footnote 471 Required [more...]
Disclosures re: Audit Committees Summary SEC adopts new S-K Item 407 Consolidates corporate governance disclosure requirements Part of rule-making to revise executive compensation disclosures SEC Release 33-8732A August 2006 Affects required disclosures about Director independence Director attendance Board committees Other corporate governance [more...]
Disclosures re: Compensation Committees Summary SEC adopts new S-K Item 407 Consolidates corporate governance disclosure requirements Part of rule-making to revise executive compensation disclosures SEC Release 33-8732A August 2006 See also SEC Interpretations Affects required disclosures about Director independence Director attendance Board [more...]
Disclosures re: Shareholder Communications Summary SEC adopts new S-K 407(f) Requires disclosure about whether the board of directors provides a process for security holders to send communications to the board of directors S-K 407(f) replaces Schedule 14A Item 7(h) As part of consolidation of corporate governance disclosure requirements per new [more...]
Forepart of Registration Statement and Outside Front Cover Page of Prospectus S-K Item 501 Item 501(a) Front cover page of the registration statement Rule Include Rule 473 delaying amendment, where appropriate Item 501(b) Outside front cover page of the prospectus Rule Plain English rules apply [more...]
Risk Factors Summary SEC disclosure item S-K Item 503(c) Requires disclosure of applicable Risk Factors Practice of disclosing Risk Factors first started with speculative offerings Then became common practice in IPOs Then often voluntarily included in Form 10-Ks, 10-Qs and 8-Ks Now required in Forms 10-K / Form 10 Updated, if [more...]
Prospectus Summary Plain English rules apply S-K 503(a) Prospectus Summary Provide brief summary, if useful For debt / preferred offerings, include coverage ratios S-K 503(a) Prospectus Summary General Complete text of Instruction GPO version Preamble to S-K 503 Plain English applies The registrant must [more...]
Overview For debt offerings, show ratio of earnings to fixed charges For preferred offerings, show ratio of combined fixed charges and preference dividends to earnings For last five years and latest interim period File calculation as an exhibit Include ratios in Summary S-K 503(d) Ratio of Earnings to Fixed Charges General [more...]
Use of Proceeds Overview Rule Requires specified disclosures about use of proceeds Can reserve right to change use of proceeds Can use a table of sources / uses Applies to: S-1 S-3 S-11 Petition for rule changes Filed by CalPERS, CalSTERS, LACERA, Illinois SURS, TCRS and several financial institutions Letter to Nancy Morris, Secretary [more...]
Determination of Offering Price Overview S-K 505 Requires specified disclosures Applies only if no established market or disparity to market Applies to: S-1 S-3 S-11 S-K 505 Determination of Offering Price General Complete text of Instruction GPO version S-K 505(a) Common equity Common equity. Where common [more...]
Dilution Overview Rule Applies to specified common equity offerings with a disparity between offering price and prior insider purchases Disclose net tangible book value per share (before/after) Show increase attributable to offering proceeds Show dilution to purchasers For real estate limited partnerships, see S-K 801 [more...]
Selling Security Holders S-K 507 General Name each selling security holder State any position or relationship with registrant in past three years Disclose amount of holdings before and after sale If there are changes, file as supplemental information S-K 507 Selling Security Holders If any of the securities to be [more...]
Overview Requires specified disclosures about plan of distribution for securities offering Rule Petition for rule changes Filed by CalPERS, CalSTERS, LACERA, Illinois SURS, TCRS and several financial institutions Letter to Nancy Morris, Secretary (SEC) 10.19.07 S-K 508 Plan of Distribution General Complete text of Instruction [more...]
Interests of Named Experts and Counsel S-K Item 509 General Disclose any substantial interest in registrant Per Instr.1 For auditors, see S-X 2-01 47 FR 11401, Mar. 16, 1982 S-K 509 If (a) any expert named in the registration statement as having prepared or certified any part thereof (or is named as having prepared or [more...]
S-K Item 702 Indemnification of Directors and Officers Describe indemnification of directors, officers, controlling persons By statute, charter, by-laws, contract or otherwise Text of rule: State the general effect of any statute, charter provisions, by-laws, contract or other arrangements under which any controlling persons, director [more...]
S-K 511 Other Expenses of Issuance and Distribution Furnish an itemized statement of offering expenses Other than underwriting discounts and commissions Use actual amounts, if known Include in Part II of Registration Statement S-K 511 Other Expenses of Issuance and Distribution General Complete text of Instruction GPO [more...]
Undertakings Summary Include undertakings, where applicable Include in Part II of Registration Statement Specific disclosures are required for real estate limited partnerships per S-K 801 S-K 512(a) Rule 415 shelf offerings S-K Item S-K 512(b) Subsequent Exchange Act documents S-K Item Filings [more...]
S-K 601(a) Exhibits and Index Required S-K 601(a) Exhibits and index required Requires exhibits to be filed (a)(1) S-K Item Incorporation by Reference Exhibit index (a)(2) S-K Item Forms covered (a)(3) S-K Item Only applies to Forms specified in Exhibit Table S-1 S-3 S-4 S-8 [more...]
Material Contracts Summary S-K item requires filing of material contracts Every contract not made in the ordinary course of business which is material ... Unless subject to an exception Also covers management contract and compensatory plans Applies to S-1 S-4 S-11 F-1 F-4 10 10-K 10-Q S-K [more...]
* * * * * Regulation S-K EXHIBIT TABLE Securities Act Forms Exchange Act Forms S-1 S-3 S-4 3 S-8 S-11 F-1 F-3 F-4 3 10 8-K 5 10-D 10-Q 10-K (1) Underwriting agreement X X X X X X X X [more...]
Recent Sales of Unregistered Securities S-K 701 Quick Finder S-K 701(a) Securities sold Rule S-K 701(b) Underwriters and other purchasers Rule S-K 701(c) Consideration Rule S-K 701(d) Exemption from registration claimed Rule S-K 701(e) Terms of conversion or exercise Rule S-K [more...]
Use of Proceeds from Registered Securities Securities Act Rule 463 General Report of Offering of Securities and Use of Proceeds Therefrom GPO version Rule Rule (a) Except as provided in this section, following the effective date of the first registration statement filed under the Act by an issuer, the issuer or successor issuer shall report [more...]
Equity Repurchases S-K 703 Rule Requires disclosure of all repurchases of equity securities In issuer's periodic reports Final release commentary 2003 S-K 703 Equity Repurchases General Purchases of Equity Securities by the Issuer and Affiliated Purchasers Complete text of Instruction GPO version [more...]
S-K Item 801 Securities Act Industry Guides Rule Guides Guide 1 [Removed and reserved in Release 33-7300, effective 7.15.96, 61 FR 30397.] Guide 2 Oil and gas operations Guide 3 Bank holding companies Guide 4 Interests in oil and gas programs Guide 5 Interests in real estate limited partnerships Guide 6 Unpaid claims and claim adjustment [more...]
General 10(a) S-K application 10(b) Projections 10(c) Security ratings 10(d) Incorporation by ref 10(e) Non-GAAP measures Business 101 Business 101(b) Industry segments 101(d) [more...]