Reg Fed Sec 34 Act 2008

Front 1

SECURITIES EXCHANGE ACT OF 1934

What do they need to file?

Back 1

-issuers of securities must file quarterly reports - Form 10-Q
annual reports - Form 10-K
current reports - Form 8-K,
and proxy stmts when proxy solicitations exist
-may be unaudited
-current reports covering certain material events -change in amt of issued securities, change in newly appointed officers
-don't need to report - competitor's tender offer, short swing profits, market price of stock
-but also have to report tender offers to purchase securities
-specific disclosures-incldg bonus & profit sharing arrangements, financial structure & nature of business, names of officers & directors

Front 2

PURPOSE OF SECTION 10(b) of Securities Exchange Act of 1934

Back 2

-to deter fraud in the securities industry
-encourage disclosure of relevant info so investors can make better decisions

Front 3

SECURITIES MUST BE REGISTERED WITH SEC IF

Who must file?

Back 3

-traded on any national securities exchange
-traded in interstate commerce where corp has more than 10M in assets AND 500 or more shareholders
-if interstate or mail is used, any purchaser of more than 5% of a class of equity securities must file with SEC

Front 4

SEC 34 ACT - INSIDERS

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-officers & directors of corp
-owners of 10% or more of the stock of the corp
-accountants, attys & consultants can also be insiders subj to further regulation under 34 Act
CREDITORS are not insiders

Front 5

Sec 34 Act, under Rule 10b-5

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it is unlawful to use schemes to defraud in connection with the purchase or sale of any security
-plaintiff must prove more than negligence - fraud - reckless disregard for the truth

Front 6

SEC 34 ACT

TENDER OFFER

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a request to shareholders of a given co to tender their shares at a stated price
-if unsolicited, then must report to SEC

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SEC 34 ACT

if interstate commerce or mail is used

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any purchaser of more than 5% of stock of a class of equity securities must file with SEC
-no exemption from filing proxy stmts if co has only one class of stock

Front 8

Form 10-K

Back 8

annual reports must be certified
by independent public accountants

Front 9

Form 10-Q

Back 9

quarterly reports which cover the 1st 3 fiscal quarters of each fiscal year of issuer

Front 10

Form 8-K

Back 10

current report
when certain material event occurs
(change in corporate control)
must file within 15 days after the material even occurs

Front 11

PATENT

Back 11

20 year exclusive right to market the product

Front 12

DESIGN PATENT

Back 12

14 years

Front 13

ROBINSON-PATMAN ACT

Back 13

prohibits price discrimination in interstate commerce of commodities of like grade & equality

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SECURITIES ACT OF 1934

Back 14

purpose is the establishment of the SEC to assure fairness in the trading of securities subsequent to their original issuance