Disclosure and Accuracy Flashcards
What is a public company
SEA §12(a) must register if exchange listed; SEA §12(g)(1)(A) must register if total assets > $10 mil or securities held by at least 2k ppl or 500 non-A-Is; SEA §15(d) must register if filed RS in the past
Termination of public status under §12(g) (must register if total assets > $10 mil or securities held by at least 2k ppl or 500 non-A-Is)
RULE 12g-4
(a) Termination of registration of a class of securities under
section 12(g) of the Act shall take effect 90 days, or such
shorter period as the Commission may determine, after the
issuer certifies to the Commission on Form 15 that the
class of securities is held of record by:
(1) Less than 300 persons; or
(2) Less than 500 persons, where the total assets of the
issuer have not exceeded $10 million on the last day of
each of the issuer’s most recent three fiscal years.
Termination of public status under §12(a) & (b) exchange listing
delisting
Termination of public status bc of §15(d) (registed public offering in the past0
<300 shareholders and
1 year after offering
(suspended but see 12h-6)
SEA §12(g)(5) public co status does not include
For purposes of determining whether an issuer is
required to register a security with the Commission
pursuant to paragraph (1), the definition of ‘held of
record’ shall not include securities held by persons
who received the securities pursuant to an employee
compensation plan in transactions exempted from
the registration requirements of section 5 of the
Securities Act of 1933.
Form 8-K
Event focused disclosure. Unless otherwise specified, a report is to
be filed or furnished within four business
days after occurrence of the event. Things like : filing of bankruptcy, acquisition/disposition of assets over 10% of total, off-balance sheet arrangement creation, delisting, changes in outside auditor and reason for changed, restatement of financials, change in control, departure or election of d&o ,
Form 8-K item 5.02(a)(1)
director has resigned or refuses to stand
for re-election to the board of directors since the date of the
last annual meeting of shareholders because of a
disagreement with the registrant, known to an executive officer
of the registrant … on any matter relating to the registrant’
s
operations, policies or practices, or if a director has been
removed for cause from the board of directors, disclose the
following information … a brief description of the
circumstances
Form 8-K disclosure item 4.01(a)
If an independent accountant who was
previously engaged as the principal accountant to
audit the registrant’s financial statements … resigns … or is dismissed, disclose the information required by
Item 304(a)(1) of Regulation S-K….
Item 304(a)(1) S-K
- resigned or was dismissed
- adverse opinion
- termination recommended or approved by audit
committee
- accounting disagreements (e.g., over internal
controls)
Item 5.02(b) of Form S-K
If the registrant’s principal executive
officer, president, principal financial officer, principal
accounting officer, principal operating officer, or any
person performing similar functions, or any named
executive officer, retires, resigns or is terminated from
that position … disclose the fact that the event has
occurred and the date of the event
Form 10-K
Annual report ▪ Business
▪ Properties
▪ Legal Proceedings
▪ Market for Common Stock
▪ Management Discussion and Analysis of Financial
Condition and Results of Operation (MD&A)
▪ Directors and Officers
▪ Executive Compensation
▪ Security Ownership of Certain Beneficial Owners and
Management
▪ Certain Relationships and Related Transactions
▪ Principal Accounting Fees and Services
Item 303(a)(3)(iii)
Disclosure of “any known trends or uncertainties that
have had or that the registrant reasonably expects will
have a material favorable or unfavorable impact on
net sales or revenues or income from continuing
operations.
