6. Life as a Public Company 55

Filing deadlines for Forms 10-K and 10-Q have been shortened beginning in calendar 2004 for issuers once they meet the definition of an accelerated filer. The phasing in of accelerated flings is summarized below.
For Fiscal Years
Form 10-K Deadline
Form 10-Q Deadline
Ending On or After
December 15, 2003
December 15, 2003
75 days after fiscal year end
45 days after fiscal quarter end
December 15, 2004
60 days after fiscal year end
40 days after fiscal quarter end
December 15, 2005
60 days after fiscal year end
35 days after fiscal quarter end
Public companies are also required to provide annual reports to shareholders, and to include in them financial information similar to what is in Form 10-K when soliciting proxies relating to annual meeting of shareholders at which directors are to be elected.
To meet the various reporting requirements imposed on them, public companies must maintain an adequate financial staff, supported by legal counsel and knowledgeable independent accountants. See “Sample Compliance Calendar,” page 57, for more detail.
Timely disclosure of material information
A public company should disclose all material information (unless there is a legitimate reason for not doing so), both favorable and unfavorable, as promptly as possible. Information that is generally considered material includes: significant financial transactions; new products or services; acquisitions or dispositions of assets; dividend changes; and top management or control changes.
Disclosure of such information should be made as soon as (1) it is reasonably accurate, and (2) full details are available to your company. This information is usually disseminated by press releases; however, your company may decide to also send announcements directly to your shareholders. Generally, the need to disclose information should be discussed with your legal counsel.
It should be noted that where a release or public announcement discloses material nonpublic information regarding a registrant’s results of operations or financial condition of an annual or quarterly period that has ended, Item 12
requires that the release be identified and included as an exhibit to a Form 8-Kfiling. Note that Item 12 does not apply to disclosure in annual 10-K or quarterly10-Q report.
Safe harbor provisions
The Private Securities Litigation Reform Act of 1995 (Reform Act) provides a “safe harbor” for forward-looking statements, such as forecasts, projections, and other similar disclosures in the MD&A. A safe harbor encourages registrants to discloseforward-looking information and protects them from investor lawsuits
if the forward-looking information does not materialize. This protection does not extend to statements which, when issued, were known to be false. A safe harbor applies to any form of written communication (e.g., press releases, letters to shareholders), as well as oral communications (e.g., telephone calls, analysts’ meetings) that contain forward-looking information.
PricewaterhouseCoopers LLP Roadmap for an IPO
55

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