What triggers an 8k filing?

item is triggered when the company enters into an agreement enforceable against the company, whether or not subject to conditions, under which the equity securities are to be sold. If there is no such agreement, the company should file the Form 8-K within four business days after the closing of the transaction.

What requires an 8-K filing?

Form 8-K shall be used for current reports under Section 13 or 15(d) of the Securities Exchange Act of 1934, filed pursuant to Rule 13a-11 or Rule 15d-11 and for reports of nonpublic information required to be disclosed by Regulation FD (17 CFR 243.100 and 243.101). 2.

When must a Form 8-K be filed?

within four business days
When is Form 8-K Required? Form 8-K is a mandatory disclosure under the Exchange Act, and must be filed with the SEC within four business days of the occurrence of any material event.

What does an 8k filing mean?

An 8-K is a report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or the Securities and Exchange Commission (SEC).

What does it mean when a company files an 8-K?

current report
Form 8-K is known as a “current report” and it is the report that companies must file with the SEC to announce major events that shareholders should know about. Companies generally have four business days to file a Form 8-K for an event that triggers the filing requirement.

What is the current SEC requirement for when a company must file an 8-K for after a material corporate event?

Form 8-K is known as a “current report” and it is the report that companies must file with the SEC to announce major events that shareholders should know about. Companies generally have four business days to file a Form 8-K for an event that triggers the filing requirement.

What is the difference between a 10k and 8k?

10-K – the annual report that is filed (yearly) by a company. This is an extremely in-depth document that contains everything that you ever wanted to know about the company. 8-K – a form that is filed by companies to inform their shareholders of “unscheduled material events that are important to shareholders”.

What is the difference between 10k and 8k?

Form 10-Q can be thought of as “filling in the gaps” in between filings of Form 10-K. Form 10-Q must be filed for each of the first three quarters of the company’s fiscal year. Form 8-K. This form is what companies file with the SEC constantly so that shareholders can see where the company is standing.

What is Reg FD how does it protect investors?

Regulation FD (for “Fair Disclosure”), promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prohibits companies from selectively disclosing material nonpublic information to analysts, institutional investors, and others without concurrently making widespread public …

What does it mean when a company files Form 8-K?

When does your acquisition agreement trigger a Form 8-K?

If Item 1.01 is triggered, then the registrant will be required to file a Form 8-K setting forth certain information regarding the acquisition agreement (including the material terms and conditions of the agreement) within four business days following the execution of the agreement.

When do you have to file a Form 8-K?

Item 2.01 of Form 8-K provides that, when a registrant has completed the acquisition of a significant amount of assets, other than in the ordinary course of business, the registrant will be required to file a Form 8-K and disclose certain information regarding the acquisition within four business days following the completion of the acquisition.

What makes an acquisition agreement a material definitive agreement?

There is a relative dearth of SEC authority on the subject of whether an acquisition agreement (or any agreement more generally) should be considered a material definitive agreement for purposes of Item 1.01.

When does an acquisition trigger item 2.01?

A helpful first step in this analysis is whether the acquisition (when completed) will trigger Item 2.01 based on the bright-line quantitative tests thereunder (discussed below).