26 Jan Required Forms & Schedules for Public Companies and Officers
While good securities counsel and financial accounting prowess will typically keep track of your regularly scheduled filings with the SEC, NASD and FINRA (depending on what you do), it is important for the company and its officers to understand the required forms and what triggers and/or dates may cause them to be “due” as it’s ultimately the company’s responsibility to submit and be current. If neglected, the company could find itself subject to potentially stiff penalties. In most cases, company directors are shielded from the company responsibility of regularly filing the needed documents with the right authority. When it comes to form filing of their own documents for stock purchases, they are solely responsibly and will be held liable. What follows is a list of the most common forms and schedules required for public companies and their officers. It is not meant to be exhaustive, but should prove a helpful and basic outline.
After a public offering is made, the company will be required to file a Form 10. Upon its filing, the company becomes a fully-reporting public company. A standard offering prospectus will include all the information needed for the company to be public which include the following:
- Complete business description
- Financial documents and disclosures (P&L, Balance Sheet, Cash Flow Statement in accordance with GAAP)
- Full description of the assets and properties held by the business
- Officers, directors and other owners of company securities
- Executive compensation
- Related transactions and relationships
- Certain legal proceedings
- Information on the disbursement of dividends
- Details on the recent sale of unregistered stock
- Description of stock shares intended to be registered
- Indemnification of officers and directors
- Accounting differences of opinions
With companies whose securities are quoted on NASDAQ, a Form 10-C will be required to be submitted. When issuers submit a name change or if the outstanding number of shares change 5% or more in one direction or the other a Form 10-C will also need to be filed.
When there is a proxy contest over the removal or election of a company officer, the company will need to file a Schedule 14-B. This is true whether or not the person is a participant in or an instigator of a proxy contest.
When a takeover attempt is made by a person who is making a tender offer to purchase company shares in an amount >5% of the total shares of the company, that individual or group will need to file a Schedule 14-D-1. This is true for anyone other than the stock issuer itself.
When a company wishes to either terminate a registration statement or notify the SEC of a suspension of the responsibility to make periodic filing reports, a Form 15 is filed.
The Form 20-F is required whenever there is a foreign company involved in the selling or offering of securities in the U.S. market. In the realm of reverse mergers, this often includes many a Chinese reverse merger.
Immediately upon the completion of a public offering companies are required to file a Form 8-A. Under the ’34 Act this form is used to register company securities. It is typically filed in tandem with Form S-18, a form that specifies the registration of securities are not to exceed an aggregate offering price of $7.5 million. This is given as a optional/replacement for a Form 10 under a typical S-1 and is becoming obsolete and is now used quite infrequently.
This schedule outlines the “insiders” by listing each investor or investor group that owns 5% or more of the company’s stock. The Schedule 13-G must be filed by each of these individuals or groups within 45 days of the end of each calendar year. The Schedule is submitted to the SEC. The form is really quite simple and straight-forward as it only requires percentage ownership information as well and clauses indicating no intention to change or influence issuer’s control.
This is a filing required if a takeover of the business is imminent. Tender offers made by a single investor or group of investors, whether friendly or hostile, will need to be reported with Schedule 13-D. The schedule will include the following:
- Name(s) of the intended buyer/buyers
- The total number of shares controlled or owned by the buyer or buyer group
- Specific date of the share’s purchase
- Amount of the funds used and the source of the financing
- The motivation for the share purchase
Takeover is considered imminent when >5% share of the company’s stock is being purchased. The SEC carefully tracks changes in ownership that could cause any change in ownership that crosses the 5% threshold. This type of ownership change almost always precedes a takeover bid. Hence, the need for filing an amended Schedule 13-D.
If a company intends on reducing the number of shareholders or take the company private, a Schedule 13-E-3 will be required to be filed. At this juncture the company will no longer be required to file its periodic and regular reports with the SEC.
Often referred to as the Issuer Tender Offer Statement, the Schedule 12-E-4 is required when a company is making a tender offer for their own securities.