Filing a Form 8-K with the SEC©
How to file Form 8-K
A Form 8-K is an SEC© form that is required to notify investors in public companies of specific material events that are important to shareholders or the SEC©. The SEC© maintains and periodically expands the list of reportable events requiring disclosure on Form 8-K and sometimes alters the time period which a Form 8-K must be filed.
A list of specific reportable events can be found here.
Generally, a Form 8-K must be filed within four business days of the triggering event. The SEC© has outlined certain exceptions to the four day time periods and they are listed below.
- Regulation FD filings must be (i) simultaneous with the release of the material that is the subject of the filing ( if such material is intentionally released to the public) or (ii) the next trading day (if the release was unintentional);
- Voluntary disclosures (Item 8.01) have no deadline;
- Filing of earnings press releases (Item 2.02(b)) must be completed before any associated analyst conference call;
- It is permissible to delay the filing of a Form 8-K related to the announcement of new officers until another public announcement of the appointment (e.g. press release, trade conference, etc.);
- The filing of a Form 8-K related to an issuer’s receipt of an auditors’ restatement letter (Item 4.02) must be completed within two business days; and
- The financial statements of an acquired business (Item 9.01) must be filed no later than 71 calendar days after the date that the initial report on Form 8-K must be filed ( four business days plus 71 calendar days)
A Form 8-K will always include an 8-K Cover Page, an Item citation that categorizes the reportable event, a detailed description of the event, and a signature page.
For more information about the Form 8-K filing process, please contact us today.
