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

Checklist for <strong>Current</strong> Report on SEC Form 8-K (11-04)
• 10(b) and 10b-5 liability. No failure to timely file a Form 8-K for the listed
items will constitute a violation of Section 10(b) or Rule 10b-5. This safe
harbor, however, lasts only until the due date of a company’s next periodic
<strong>report</strong>, in which the company must make the disclosure otherwise required by
Form 8-K.
• Form S-3. Under the safe harbor, missing a deadline for any of the listed items
will not disqualify use of Form S-3. (Previously, failure to timely file a Form
8-K disqualified a company from eligibility for 12 months.) However, a
company filing a Form S-3 must have become current with all Form 8-K
<strong>report</strong>ing by the time of filing the registration statement. Material
misstatements or omissions in a Form 8-K are still subject to 10b-5 liability.
• Rule 144. Reliance on Rule 144 to resell securities is conditioned on, among
other things, the availability of current public information about a company.
The SEC has clarified that a company need not have filed all required Form 8-
K <strong>report</strong>s during the preceding 12 months to satisfy this condition.
It is important to remember that the safe harbors only apply to the seven new
items listed above and that none of these safe harbors in any way lessens or
removes a company’s other <strong>report</strong>ing obligations or limits in any way liability
that could arise from substantively inadequate disclosures.
6) Reorganized the items into topical categories, or “sections,” numbered 1 through
9, with subsections, or “items,” as follows:
INDEX
Section 1—Registrant’s Business and Operations
• Item 1.01—Entry into a Material Definitive Agreement
• Item 1.02—Termination of a Material Definitive Agreement
• Item 1.03—Bankruptcy or Receivership
Section 2—Financial Information
• Item 2.01—Completion of Acquisition or Disposition of Assets
• Item 2.02—Results of Operations and Financial Condition
• Item 2.03—Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance-Sheet Arrangement of a Registrant
• Item 2.04—Triggering Events That Accelerate or Increase 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
Section 3—Securities and Trading Markets
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