Series 79: Schedules And Forms

Front 1

Form U4

Back 1

Requires all reps when registering with a broker-dealer to disclose

- 10 year employment history

- felony convictions, convictions for securities-related misdemeanors, or actions taken by a US or foreign securities regulator that have occurred within the past 10 years, make a person subject to statutory disqualification (SD).

By signing the U4, the registered person agrees to use arbitration as a means of resolving disputes involving the employer. By agreeing to arbitration the registrant waives right to civil litigation (unless involving employee discrimination or sexual harassment).

Front 2

Form U5

Back 2

Disclosure document that must be provided to the RR by the B/D within 30 days of termination. Indicates if termination was voluntary or involuntary.

Front 3

10-K, 10-Q

Back 3

Must be filed by publicly traded firms with over $10m in assets and over 500 non-accredited shareholders or 2,000 accredited shareholders. (3 10-Qs filed per year)

Front 4

8-K

Back 4

Filed within 4 business days for any material event that would affect the issuer's financial condition.

Front 5

Form 3

Back 5

(Insider reporting)

Filed within 10 calendar days, notification to the SEC of achieving insider status. Defined as an officer, director, or owner of more than 10% of the voting securities.

Front 6

Form 4

Back 6

(Insider reporting)

Filed within 2 business days. Notification to SEC of any changes in position of an insider.

Front 7

Schedule 13D

Back 7

Filed by anyone who acquires more than 5% of an issuer's equity. Filed within 10 days with the issuer, the exchange and the SEC. Best source of information to find who the most recent largest shareholders are.

Front 8

13G

Back 8

An alternative to 13D filed by an institutional investor such as a mutual fund that has no intention of exhibiting control over the issuer.

Front 9

13F

Back 9

Quarterly filing for institutional investment managers exercising investment discretion over at least $100m in equity securities; filed regardless of SEC registration of filer.

Front 10

Form 14A

Back 10

Proxy statements (used when a vote is required by shareholders).

A Definitive Proxy is filed with the SEC on the same day they are sent to shareholders.

In some cases such as a business combination and M&A, a preliminary proxy must be filed with the SEC for prior review.

Preliminary proxy statement must be filed with the SEC at least 10 days prior to the date the definitive proxy is sent to shareholders.

A definitive proxy must be sent to shareholders 20 days prior to meeting (40 days if electronically).

Front 11

Form S-1

Back 11

(Registration of securities)

Registration form used for most IPOs (long form) or for issuers not able to file Form S-3.

Front 12

Form S-3

Back 12

(Registration of securities)

Short form registration; issuer must have been an SEC reporting company for at least 12 months and have $75m public float in voting and nonvoting common equity.

Front 13

Form S-4

Back 13

(Registration of securities used for a merger)

When new securities are being offered in connection with a merger, Form S-4 is required to be filed by the acquirer and a proxy is required to be issued by the target.

Target's shareholders vote on approval of merger, acquirer's shareholders vote on issuing shares to be used in merger.

Front 14

Schedule 13E-3

Back 14

(De-listing, or no longer a reporting company)

Filed when an issuer or affiliate of the issuer (not a third party) plans to go private; shareholders will need to vote (proxy) and be provided with a summary term sheet.

May be used for reverse stock splits or LBOs.

Front 15

Schedule TO

Back 15

(Tender offer; no vote is required by shareholders)

A tender offer is a solicitation by the issuer or a third party to purchase securities (usually at a premium) for a limited period of time. It is filed in addition to a 13D by any person who makes a tender offer and becomes owner of more than 5% of the company.

- offers must be kept open for 20 business days

- if terms amended, offer must remain open for at least 10 business days from amendment (confirm: I thought it was 20 Days)

- NO OPEN MARKET TRANSACTIONS

- persons making TO cannot purchase same security or convertible in the open market during duration of the offer

- shareholders can tender shares ONLY if they are net long on the shares (options must be exercised to be included)

Front 16

Schedule 14D-9

Back 16

Filed by certain persons (the issuer and other owners of the company) and includes recommendations or solicitations related to the TO. Essentially becomes the target's official stance on the offer.