In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report material corporate events on a more current basis.
Form 8-K is the "current report" companies must file with the SEC to announce major events that shareholders should know about.
The instructions for Form 8-K describe the types of events that trigger a public company's obligation to file a current report, including any of the following:
| 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 |
| Item 3.01 |
|
Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing |
| Item 3.02 |
|
Unregistered Sales of Equity Securities |
| Item 3.03 |
|
Material Modification to Rights of Security Holders |
| |
|
|
| Section 4 |
-- |
Matters Related to Accountants and Financial
Statements |
| Item 4.01 |
|
Changes in Registrant's Certifying Accountant |
| Item 4.02 |
|
Non-Reliance on Previously Issued Financial
Statements or a Related Audit Report or Completed Interim Review |
| |
|
|
| Section 5 |
-- |
Corporate Governance and Management |
| Item 5.01 |
|
Changes in Control of Registrant |
| Item 5.02 |
|
Departure of Directors or Principal Officers;
Election of Directors; Appointment of Principal Officers |
| Item 5.03 |
|
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year |
| Item 5.04 |
|
Temporary Suspension of Trading Under Registrant's
Employee Benefit Plans |
| Item 5.05 |
|
Amendment to Registrant's Code of Ethics, or Waiver
of a Provision of the Code of Ethics |
| |
|
|
| Section 6 |
-- |
Reserved (for future use) |
| |
|
|
| Section 7 |
-- |
Regulation FD Disclosure |
| |
|
|
| Section 8 |
-- |
Other Events |
| Item 8.01 |
|
Other Events (The registrant can use this Item to
report events that are not specifically called for by Form 8-K,
that the registrant considers to be of importance to security
holders.) |
| |
|
|
| Section 9 |
-- |
Financial Statements and Exhibits |
| Item 9.01 |
|
Financial Statements and Exhibits |
Companies have four days to file a Form 8-K for the events specified in the items in Sections 1-5 and 9 above. However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier.
You'll find a company's Form 8-K filings by entering a ticker symbol or company name in the Expanded Search box, and selecting "Current Events" from the form group filter. You can also view the most recent Form 8-K filings submitted to EDGAR by clicking the Today tab and selecting Current Event (8-K) Reports under "Today's SEC Filings Activity"