As a public company, you are now required by the SEC, under the 1934 Act
and the Sarbanes-Oxley Act of 2002 (see Appendix A — The SEC and Securities Regulations, page 79, for more detail) to ﬁle certain periodic reports to keep the investing public informed. This requirement will continue as long as the investor and asset tests are met. In fact, you should have discussed your obligations under the various regulations with your attorneys and accountants, even before starting thegoing-public process, to be certain that these obligations can be met.
Legal counsel should also be consulted to conﬁrm the SEC requirements pertaining to the form, content, and timing of speciﬁc reports. Your ﬁnancial public relations ﬁrm can assist with annual reports to shareholders. The table below presents an overview of the basic SEC reporting requirements for public companies.
Basic SEC reporting requirements
Annual report to stockholders (conforming to SEC speciﬁcations).
Form 10-K or
It discloses, in detail, information about the company’s activities,
ﬁnancial condition, and results of operations. It also contains the
company’s audited annual ﬁnancial statements.
Quarterly report required for each of the ﬁrst three quarters of the ﬁscal
Form 10-Q or
year. It includes condensed ﬁnancial data and information on signiﬁcant
events. In addition, SEC rules require that the interim ﬁnancial
information included in the quarterly report be subject to a review by an
independent accountant prior to ﬁling.
Report ﬁled for signiﬁcant events such as: an acquisition or disposal
of assets; a change in control; bankruptcy; a change in independent
accountants; or resignation of directors because of disagreement with
the registrant. In March 2004, the SEC issued ﬁnal rules relating to
additional Form 8-K disclosure requirements, which are effective on
August 23, 2004. These rules expand the number of events that are
reportable under Form 8-K and shorten the deadline for the ﬁling of
the Form 8-K for most events to four days subsequent from the day of
the event. Among the items that are required to be reported on Form
8-K that were not reported under the form previously are the entry
into a material deﬁnitive agreement, creation of direct obligations or
obligations under off-balance sheet arrangements, a commitment to a
plan involving exit or disposal activities, and asset impairments.
Due within 5 to 15 days of event.
Data furnished to shareholders so they can decide how to assign their