Current report on SEC Form 8-K checklist - Center for Corporate ...

Checklist for <strong>Current</strong> Report on SEC Form 8-K (11-04)
Some of the most significant changes to Form 8-K are:
1) Shortening the filing deadline to four business days from the event triggering the
<strong>report</strong>ing obligation for all Form 8-K items except for Regulation FD disclosures
(Item 7.01), which have a shorter deadline, and voluntary disclosures (Item 8.01),
which do not have a deadline.
2) Adding eight new items as follows:
• Items 1.01 and 1.02—Entry into, amendment, or termination of a material
definitive agreement
• Item 2.03—Creation of a direct financial obligation or an obligation under an
off-balance-sheet arrangement
• Item 2.04—Acceleration of or increase in a direct financial obligation or an
obligation under an off-balance-sheet arrangement
• Item 2.05—Costs associated with exit or disposal activities
• Item 2.06—Material impairments
• Item 3.01—Delisting or failure to satisfy a listing requirement, or transfer of
listing
• Item 4.02—Nonreliance on previously issued financial statements or a related
audit <strong>report</strong> or completed interim review
3) Importing two items from other SEC forms as follows:
• Item 3.02—Unregistered sales of equity securities from Form 10-K or Form
10-Q
• Item 3.03—Material modifications to rights of security holders from Form
10-Q
4) Expanding two of the previously existing items as follows:
• Item 5.02—Departure and appointment of directors or principal officers
• Item 5.03—Amendments to articles of incorporation or bylaws, or change in
fiscal year
5) To address concerns that missing the short four-business-day deadline could give
rise to liability under Section 10(b) and Rule 10b-5 of the Exchange Act and
could cause a company to lose S-3 eligibility, the SEC provided three “safe
harbors” for late Form 8-K filings, but only with respect to Items 1.01, 1.02, 2.03,
2.04, 2.05, 2.06, and 4.02(a):
3