SEC Filings

The following is a short description of the most common corporate filings made with the U.S. Securities and Exchange Commission. Many of these filings are made through the SEC's EDGAR system and available on line.

• Prospectus. A prospectus contains the basic business and financial information on an issuer with respect to a particular securities offering. Investors may use the prospectus to help appraise the merits of the offering and make educated investment decisions. A prospectus in its preliminary form is frequently called a "red herring" prospectus and is subject to completion or amendment Any change made to a letter of credit after it is issued. before the registration statement becomes effective, after which a final prospectus is issued and sales can be consummated.
  
  
• S1. This is the basic registration form. It can be used to register securities for which no other form is authorized or prescribed, except securities of foreign governments or a subdivisions thereof.
  
  
• Form 144. This form must be filed as notice of the proposed sale of restricted securities or securities held by an affiliate Occurs when 50% or less of an entity's stock is held by the parent company. of the issuer in reliance on Rule 144 when the amount to be sold during any three-month period exceeds 500 shares or units or has an aggregate sales price in excess of $10,000.
  
  
• Form 8-K is the "current report." It is used to report the occurrence of any material events or corporate changes which are of importance to investors or security holders and previously have not been reported by the registrant. It provides more current information on certain specified events than would Forms 10-Q or 10-K.
  
  
• Form 10K. This document is the annual report that most reporting companies file with the SEC. It provides a comprehensive overview of the registrant's business operations and financial activities. The report must be filed within 90 days after the end of the company's fiscal year.
  
  
• Form 10-KSB is the annual report filed by reporting "small business issuers." It provides a comprehensive overview of the company's business, although its requirements call for slightly less detailed information than required by Form 10-K. The report must be filed within 90 days after the end of the company's fiscal year.
  
  
• Form 10-Q is a report filed quarterly by most reporting companies. It includes unaudited financial statements and provides an overview of the company's financial position during the year. The report must be filed for each of the first three fiscal quarters of the company's fiscal year and is due within 45 days of the close of the quarter.
  
  
• Form 10-QSB is filed quarterly by reporting small business issuers. It includes unaudited financial statements and provides an overview of the company's financial position and results of operations throughout the year. The report must be filed for each of the first three fiscal quarters and is due within 45 days of the close of the quarter.
  
  
• Form 12b-25 is used as a notification of late filing by a reporting company that determines that is unable to file a required periodic report when due without "unreasonable effort or expense." If a company files a Form 12b-25, it is entitled to extended time but must file the required report within five calendar days (for a Form 10-Q or 10-QSB) or within fifteen calendar days (for a Form 10-K)
  
  
• Schedule 13D discloses beneficial ownership of certain registered equity securities. Any person or group of persons who acquire a beneficial ownership of more than 5% of a class of registered equity securities of certain issuers must file a Schedule 13D reporting such acquisition together with certain other information within ten days. Any material changes in the facts listed in Schedule 13D generally must also be reported to the SEC.
  
  
• Schedule 13E-3. Certain persons engaging in "going private" transactions must file Schedule 13E-3. The filer must disclose detailed information about the transaction, including whether the filer believes the transaction to be fair.
  

Edited by Michael Dennis, author of "Credit and Collection Handbook" available at the NACM Bookstore.