Lesson 3 of 11
To comply with the various reporting requirements, companies are required to file (complete and submit) various standardized forms issued by SEC.
There are more than 50 such forms for satisfying different requirements. In this article we will list and discuss the forms that provide the most useful information to financial analysts.
Form S-1: Initial Registration Statement required to be filed by prior to new issue of securities. The information filed includes audited financial statements, risk factors, underwriting identification, and details of securities offered.
Form 10-K, 20-F, and 40-F: These forms are filed annually. Form 10-K is for U.S. registrants, Form 40-F is for Canadian registrants, and Form 20-F is for all other non-U.S. registrants. The annual report on Form 10-K provides a comprehensive overview of the company's business and financial condition and includes audited financial statements.
Annual Report to Shareholders: The annual report to shareholders is the principal document used by most public companies to disclose corporate information to their shareholders. It is usually a state-of-the-company report, including an opening letter from the Chief Executive Officer, financial data, results of continuing operations, market segment information, new product plans, subsidiary activities, and research and development activities on future programs. This is a different document than Form 10-K.
Proxy Statement / Form DEF-14A: A company is required to file its annual proxy statement with the SEC no later than the date proxy materials are first sent or given to shareholders. It's called a "DEF 14A" because it's the "definitive," or final, proxy statement. Proxy statement includes important information such as proposals requiring vote, details of securities owned by management, details of executive compensation, etc.
Form 10-Q and 6-K: Apart from the annual reports on Form 10-K, issuers must also submit quarterly reports on Form 10-Q. The Form 10-Q includes unaudited financial statements and provides a continuing view of the company's financial position during the year. Form 6-K is a similar form filed semi-annually by non-US companies.
Form 8-K: In addition to filing annual reports on Form 10-K and quarterly reports on Form 10-Q, public companies must report certain material corporate events on a more current basis. Form 8-K is the “current report” companies must file with the SEC to announce major events that shareholders should know about.
Form 144: This form must be filed with the SEC by an affiliate of the issuer as a notice of the proposed sale of securities in reliance on Rule 144, when the amount to be sold under Rule 144 by the affiliate during any three-month period exceeds 5,000 shares or units or has an aggregate sales price in excess of $50,000.
Form 3, 4 and 5: Corporate insiders – meaning a company's officers and directors, and any beneficial owners of more than ten percent of a class of the company's equity securities registered under Section 12 of the Securities Exchange Act of 1934 – must file with the SEC a statement of ownership regarding those securities. Form 3 is the initial statement, Form 4 reports changes, and Form 5 is the annual report.