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16 Cards in this Set
- Front
- Back
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What are the SEC 34' reporting requirements?
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Public companies with total assets exceeding 10mm and more than 500 shareholders must register and file:
10ks and 10qs Other: Issuer files 8-ks for material event that would effect issuers financial condition |
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What are the insider reporting restrictions?
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Applies to officers, directors and owners of more than 10% of the voting securities
Form 3 - Notification to SEC within 10 calendar days of achieving insider status Form 4 - Notification to SEC of any changes in position within two business days Form 5 - Annual filing covering certain transactions such as gifts |
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What are the prohibitions regarding insider activity?
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No short swing PROFITS
No short selling |
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What is Schedule 13D used for?
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For anyone who acquires more than 5% of issuer equity
Must be filed within 10 days with: -Issuer -Exchange where security is traded -SEC |
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What is a Schedule 13G for?
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Alternative filing to 13D by an institutional investor which has no intention to control or influence the issuer
i.e Mutual Fund |
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What is a Schedule 13-F?
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Quarterly filing for institutional investment managers with discretion over at least 100mm in equity securities
Includes info concerning securities owned by fir Must be filed regardless of whether filer is registered with SEC |
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What is a form 14A?
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Proxy
Issuer must provide to shareholders prior to annual meeting Includes detailed info regarding proposed copmensation and ownership percentages Issuer is required to furnish at least 20 calendar days before meeting date (unless issuer notifies internet availability at least 40 days before meeting date) Are also required for other shareholder votes such as spinoffs and mergers |
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What is the difference between a preliminary and definitive proxy?
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Preliminary proxy must be filed with the SEC at least 10 days prior to date the definitive proxy is sent
(Needed for proposed merger) Definitive proxy is given to the shareholders to provide them with the information that will allow them to make an informal decision |
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When does the SEC not require a company to file prelim proxy?
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If matter being voted on relates only to:
Election of directors Election or approval of the company's accountants Proposal that was put forth by shareholders under 14-8a |
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What does rule 14-8a say?
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When company must include shareholder proposal in its proxy
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What is a Form S-1 for?
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Registration form used for most initial public offerings
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What is a form S-3 for?
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aka Short Form registration
Minimum requirement for an issuer to utilize an S-3 filing is 75mm of public float in voting and nonvoting common equity F3 may be used by foreign private issuers that have reported under the act of 1934 for a minimum of 12 months and that have a worldwide public float of more than 75mm |
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What is a Form S-4 for?
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Filing securities to be issued because of a merger
Since shareholders need to vote on merger, proxy is also issued Issuers are permitted to incorporate most of the important details of the merger in S-4 Great source of info detailing cash and stock to be distributed Usually contains fairness opinion providing valuation comparisons |
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What does going private imply?
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When issuer is purchasing its own securities and will no longer be a reporting company
Issuer required to file 13E-3 -Shareholders will need to vote (proxy) and be provided with term sheet -May involve reverse stock split or an LBO |
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What is a schedule TO?
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Filed by person who makes a tender officer and becomes owner of more than 5% of company?
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What is schedule 14D-9?
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Filed by certain persons and includes recommendations or solicitations related to the TO
Often includes presentations |
