Form 8-K

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Background on 8-K

Form 8-K is the current report that public companies file with the SEC in order to announce material events that shareholders and investors should know about. This includes the election or departure of executive officers, acquisition or sale of significant assets, amendments to company governance policies, disclosure of an earnings report, change of auditors, financial non-reliance notices and more.

Public companies have four business days to submit their 8-K with the SEC unless the reporting entity is only filing a current report to meet its obligations under Fair Disclosure also known as Regulation FD which requires companies to disclose non-public information to the public at the same time they provide it to selected individuals such as holders of the issuer's stock and securities market professionals, then the due date might be earlier.

One of the main objectives is to provide investors with recent information that will allow them to make informed decisions. In order to file an 8-K certain types of information are required to be disclosed, particularly those considered to be material or in other words, the most substantial information that an investor would need before making an investment decision.

Reporting companies must be ready to file an 8-K whenever a significant event takes place instead of waiting until their next reporting period. Moreover the Securities and Exchange Commission requires the disclosure of most 8-Ks within four business days of the triggering event and in some situations even earlier.

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