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

Checklist for <strong>Current</strong> Report on SEC Form 8-K (11-04)
obligations of Item 3.01 if any of the events
specified in Item 3.01 occur.
Item 3.02 Unregistered Sales of Equity
Securities
(a)
If the registrant sells equity securities in a
transaction that is not registered under the
Securities Act, furnish the information set
forth in paragraphs (a) and (c) through (e) of
Item 701 of Regulation S-K or Regulation S-
B, as applicable. For purposes of determining
the required filing date for the Form 8-K
under this Item 3.02(a), the registrant has no
obligation to disclose information under this
Item 3.02 until the registrant enters into an
agreement enforceable against the registrant,
whether or not subject to conditions, under
which the equity securities are to be sold. If
there is no such agreement, the registrant
must provide the disclosure within four
business days after the occurrence of the
closing or settlement of the transaction or
arrangement under which the equity
securities are to be sold.
(b) No <strong>report</strong> need be filed under this Item 3.02
if the equity securities sold, in the aggregate
since its last <strong>report</strong> filed under this Item 3.02
or its last periodic <strong>report</strong>, whichever is more
recent, constitute less than 1 percent of the
number of shares outstanding of the class of
equity securities sold. In the case of a small
business issuer, no <strong>report</strong> need be filed if the
equity securities sold, in the aggregate since
its last <strong>report</strong> filed under this Item 3.02 or its
last periodic <strong>report</strong>, whichever is more
recent, constitute less than 5 percent of the
number of shares outstanding of the class of
equity securities sold.
Instructions to Item 3.02
1. For purposes of this Item 3.02, the number of
shares outstanding refers to the actual
number of shares of equity securities of the
Complied
With
Where Disclosed or
Reason Omitted
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