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SEC Forms Annual Report to Shareholders - This usually glossy color document is the primary vehicle for communicating corporate information to shareholders. Items included are:
Prospectus - The prospectus contains the basic business and financial information on an issuer of securities. A preliminary prospectus is called a "red herring" due to the red warning along its spine. Proxy statements - are used to solicits votes for example at the annual meeting or associated with a merger. Proxy information is specified in Schedule 14A. Proxies are usually accompanied by a "proxy card" for the security holder to send in their vote. Some preliminary proxy filings relating to mergers and acquisitions are not public, but final proxies are publicly available. 1933 Act Registration Statements - requires securities issuers to file registration statements with the Commission before offering their securities to the public. The registration statement is divided into two parts. Part I is the prospectus. It contains data to assist in evaluating the securities and to make informed investment decisions. Part II of the registration statement contains information not required to be in the prospectus. This includes the cost of issuing securities, indemnification of directors and officers, recent sales of unregistered securities and copies of material contracts. Form 144 - This form covers the proposed sale of restricted securities when the amount to be exceeds 500 shares or is form more than $10,000. 1934 Act Registration Statements - Companies are on a national securities exchange, or whose total assets exceed $10 million with stock held by 500 or more persons, must register under the 1934 Act. The company also has an an obligation keep information current by filing periodic reports on Forms 10-Q and 10-K, and on current event Form 8-K. The most widely used 1934 Act registration forms are as follows: Forms 3, 4 and 5 - Every director, officer, or owner of more than ten percent of a class of equity securities registered under the '34 Act must file a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. Form 8-K - Any event of importance to shareholders is required to be filed promptly and this forms is used between filings of 10-Qs and 10-Ks. Form 10-K - This is the annual report that most reporting companies file with the Commission. It provides a comprehensive overview of the registrant's business. The report must be filed within 90 days after the end of the company's fiscal year. Form 10-KSB - This is the annual report filed by reporting "small business issuers." Form 10-Q - The Form 10-Q is a report filed quarterly by most reporting companies. It includes unaudited financial statements and provides a continuing view 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. The 10-K acts as the fourth 10-Q. Form 10-QSB - The Form 10-QSB is filed quarterly by reporting small business issuers. Schedule 13D - Any person or group who acquire more than 5% of a class of registered equity securities then they must file a Schedule 13D within ten days after such acquisition. Any material changes in the facts set forth in the Schedule requires the filing of an amendment. Schedule 13G - is an abbreviated version of Schedule 13D that used by banks, broker/dealers, and insurance companies holding more than 5 percent of a class of equity securities when they are investing rather than trying to take over the company. The report must be filed within 45 days after the end of the year Schedule 14D-1 - Any person, other than the issuer itself making a tender offer for more than 5 percent of a class securities, must file a Schedule 14D-1 at the time of the offer. Schedule 14D-9 - This schedule must be filed when an interested party makes a solicitation or recommendation to the shareholders with respect to a tender offer.
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