Regulation S-K - Knowledge (XXG)

365: 452:

section of a filing, material historical and prospective textual disclosure enabling investors and others to assess the financial condition and result of operations of the registrant, with particular emphasis on the registrant's prospects for the future. Because the registrant must disclose a known trend or uncertainty that would likely have a material effect on the registrant's financial condition or result of operations, the MD&A should include management's identification and evaluation of the information important to providing investors and others an accurate understanding of the company's current and prospective financial position and operating results. Per Regulation S-K, in the MD&A companies are required to disclose any known trends, events, or uncertainties that are "reasonably likely to result in a registrant's liquidity increasing or decreasing in a material way".

835:

the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable." This wording is not absolute; alternate phrasing can be found that adds statements such as: "in the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director or officer of ours in the successful defense of the action, suit or proceeding) is asserted by the director or officer in connection with securities which may have been registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues."

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registrant is aware of similar actions contemplated by governmental authorities, Item 103 requires disclosure of those proceedings as well. Instruction 5 to Item 103 requires the disclosure of certain environmental litigation. Proceedings arising under any Federal, State or local provisions regulating the discharge of materials into the environment must be described if material, i.e., exceed 10 percent of the current assets of the registrant; they must also be described if a governmental authority is a party to such proceedings and such proceedings involve potential monetary sanctions, unless monetary sanctions are to be less than $ 100,000.

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offerings of nonreporting registrants; registration on Form S-4 or F-4 of securities offered for resale; accelerated becoming effective of registration statement; qualification of trust indentures under the Trust Indenture Act of 1939 for delayed offerings; registration statements permitted by Rule 430A; filings regarding asset-backed securities incorporating by reference subsequent Exchange Act documents by third parties; and filings regarding asset-backed securities that provide certain information through an Internet Web site.

556: 25: 755:, this item requires the company to: identify the underwriters; identify any relationships with the underwriters; note if the underwriting is committed (the underwriter must buy all the securities) or best-efforts (the underwriter only buys the amount of securities needed for sale to the public); and note any market-out clauses (which allow the underwriter to abandon the offering under certain stock-market conditions). The company must also disclose any other types of underwriting, such as interest or 915:. These filings include ongoing reporting requirements, so exhibits usually accompany filings of S-1, 10-K, 10-Q and 8-K forms. The following Securities Act forms commonly have exhibits: S-1, S-3, S-4, S-8, S-11, F-1, F-3 and F-4. The following Exchange Act forms commonly have exhibits: 10, 8-K, 10-D, 10-Q, and 10-K. A complete list of exhibits is in item 601. As of 2020, the oldest operable exhibit is a 1927 Water Supply Contract between Cal Water and PG&E. 699:

will be used for repaying indebtedness, buying non-ordinary course assets, or buying a business. If there are no clear plans for the proceeds, then this must be stated and reasons given for the stock offering. 504(7) notes that "he registrant may reserve the right to change the use of proceeds, provided that such reservation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated".

592:, with a cut-off lower limit of $ US120,000. What is required to be disclosed includes "any other information regarding the transaction or the related person in the context of the transaction that is material to investors in light of the circumstances of the particular transaction." The parties in question include multiple possible parties, such as directors, nominees for directorship, relatives, and all entities with indirect interests. 682:"Commission legend" (indicating that "neither the SEC nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of the disclosures in the prospectus and that any contrary representation is a criminal offense"). It is possible to make available an incomplete prospectus, provided that there is a "Subject to Completion" legend prominently displayed and no sales effort is made. 858: 430:(loss) from continuing operations, income (loss) from continuing operations per common share, total assets, long-term obligations and redeemable preferred stock, and cash dividends declared per common share. The financial data can also include any additional items that would help with understanding the financial condition and results of operations. 572:

owner of more than five percent of any class of the registrant's voting securities, the total number of shares beneficially owned and the amount the owner has the right to acquire, plus the address of each person or entity. This information may be found in form 10-K or in other places referred to in that form, such as the

1021:-related disclosure requirements, all contained in Regulation S-K: Item 101, Description of Business; Item 103, Legal Proceedings; Item 503(c), Risk Factors; and Item 303, Management's Discussion and Analysis ("MD&A"). These are also the items concerned with environmental laws and environmental impact. 219:) cannot be considered in a vacuum, and indeed all the securities regulations and associated law may form a very large body of information. Professionals in the field of securities compliance reporting will need to be aware of other rules and regulations as noted at the Division of Corporation Finance. 773:

The company must provide a table that sets out the nature of the underwriters' compensation and the amount of discounts and commissions to be paid to the underwriter for each security and in total. The table must show the separate amounts to be paid by the company and any current shareholders selling

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Some basic information is required: Name (and explanation if the name is similar to a well-known name), address, and phone number; title and amount of securities; offering price of the securities; whether there is already a market for the securities; name(s) of the lead or managing underwriter(s), if

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Other than the third, which is an attendance check with the count to be publicly reported, the other clauses allow significant flexibility in implementation (or even non-compliance, if an explanation is given). Most major corporations have adopted similar measures; as a result it is more easy to see,

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The company must carefully furnish, to the very best of its knowledge, information about major shareholders in tabular format, as of the most recent practicable date, with respect to any person or "group" (see section 13(d)(3) of the Exchange Act for the definition of a "group") who is the beneficial

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Item 303 requires a narrative explanation of any changes in the financial condition or results of operation of a company. The SEC expects that the MD&A meaningfully reflects the results of operations, liquidity, capital resources, and the impact of inflation. Its objectives are: to provide in one

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Item 511 requires an itemized statement of all expenses for the issuance and distribution of the securities to be registered. Typical expenses to be included are registration fees, Federal taxes, States taxes and fees, trustees' and transfer agents' fees, costs of printing and engraving, legal fees,

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This item requires disclosure of the purposes for which the proceeds from the securities to be offered should be used and the approximate amount intended for each purpose. Additional information is required if the proceeds for the offering are insufficient for the intended purpose or if the proceeds

338:

This section requires disclosure of any material pending legal proceedings (other than ordinary routine litigation incidental to the business, such as lawsuits against an insurance company's customers) to which the registrant or any of its subsidiaries is a party or of which any of their property is

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Securities Act Industry Guides (Item 801) and Exchange Act Industry Guides (Item 802) provide instruction sets on disclosure compliance for particular industries. Primarily affected are companies with oil and gas operations, interests in oil and gas, and programs or companies that are engaged or to

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be included in registration statements to the effect that "Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in

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This item covers any kind of expert that might prepare a report to be included in or referenced by a registration statement, including lawyers and accountants. Accountants, moreover, "should note Rule 2–01 of Regulation S-X for the Commission's requirements regarding 'Qualification of Accountants'

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Beyond these basics, the following are also required as prominent "legends" (text boxes): A statement of market risk (which must be clearly indicated in the table of contents); a "State legend" (any legend or statement required by the law of any state in which securities are to be offered); and the

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A statement that the registered public accounting firm that audited the company's financial statements included in the annual report has issued an attestation report on management's assessment of the company's internal control over financial reporting. This attestation report must likewise be filed

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required a review of Regulation S-K, which was published in 2013. The regulation was created in 1982 as the foundation of an "integrated disclosure system" to replace a duplicative patchwork of forms and introduce uniformity registration forms (such as the S-1) and periodic forms such as the 10-K.

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In these transactions, small, private firms merge into a shell company, which goes public at the same time as the merger; this has the effect of several small competitors merging into a (theoretically) larger and more competitive entity. The resulting companies have not succeeded in general. These

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A physical paper prospectus may be printed and handed or given to potential investors, or (more commonly today) an online prospectus may be used; both versions must contain essentially the same information, in plain English. The information in the prospectus must agree with the information in Form

505:

This extremely brief item asks "Disclose the conclusions of the registrant's principal executive and principal financial officers ... regarding the effectiveness of the registrant's disclosure controls and procedures ... as of the end of the period covered by the report, based on the evaluation of

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While this information is usually available through Internet search engines, it must still be disclosed in detail. This disclosure is especially important for smaller companies whose stocks trade infrequently and for companies trading on multiple markets (including more than one market per type of

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This section requires disclosure of information on physical property, such as land, buildings such as plants, mines, oil, and gas reserves; this requirement has likewise been criticized, by some commenters to the December 12, 2007 concept release for potentially assisting a company's competitors.

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The company must identify any finders (persons or entities who connect two parties for a fee) and, if applicable, describe the relationship between such finders and the company or any underwriter. Any principal underwriter that intends to sell to any accounts over which it exercises discretionary

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This item indicates who is running the company and what financial stake they have in it. Also required to be disclosed are relationships such as family members; significant employees who are not directors or officers; backgrounds and experience in business of all parties; other directorships; and

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This item asks for selected financial data to be presented, in a comparative columnar form, for each of the last five fiscal years and any additional fiscal years necessary to prevent the information from being misleading. Such financial data should include net sales or operating revenues, income

355:

This section requires disclosure of the material factors that make an investment in the registrant or offering speculative or risky. The risk factors must be written in plain english and organized logically with relevant headings. Registrants are discouraged from presenting risks that could apply

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and address – but item 101 then asks for how the company is doing in its various industry segments and a thorough description of both the company's current business and how it intends to do business in future. These requirements provide transparency to the company's investors and may provide

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on the validity of the shares to be issued and the accountants will offer an expert opinion that the financial statements are correct. In general all material connections between the expert and the company and its principals must be disclosed, but such connections (other than employment for this

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This item includes formal pledges (undertakings) that are applicable to whichever of 12 types of offering is being registered: Rule 415 offerings; subsequent Exchange Act documents by reference; warrants and rights offerings; competitive bids; incorporated annual and quarterly reports; equity

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Exhibits are not 'merely exhibits' or accessories but are important documents in their own right and must include proper, complete disclosure. Also critical are director and officer certifications and any Codes of Ethics. A filer may add more exhibits (frequently news items) under Exhibit 99

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Item 103 requires a registrant to briefly describe pending legal proceedings to which it or its property is a party, in particular any environmental impact litigation. A registrant also must describe material pending legal actions in which its property is the subject of the litigation. If a

1024:

Item 101 expressly requires disclosures of certain costs of complying with environmental laws. Item 101(c)(1)(xii) requires that appropriate disclosures be made as to the material effects that compliance with Federal, State and local provisions regulating the discharge of materials into the

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This item has remained unchanged since passed into law on 16 March 1982. For common equity, where common equity is being registered when there is no established public trading market, or where there is a gap between the offering price and the market price, the various factors considered in

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Under Section 16 of the Securities Exchange Act of 1934 directors, officers, and principal stockholders must file reports and must do so within certain time deadlines. Item 405 requires the company to examine these filings and, if any were late, to reveal this in a report in this section.

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This section has a well-established regulatory history and is not prone to sudden large changes. Its main use is to cleanly and clearly specify, first, a consistent format that can be used to define the material needed for a prospectus and, second, how to assemble the material together.

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of underwriters must also be disclosed; moreover, if the underwriting agreement provides for indemnification of the underwriters or their controlling persons against any liability arising under the Securities Act, a brief description must be given of such indemnification provisions.

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the subject; this especially includes "environmental actions" and any (other) proceedings known to be under contemplation by governmental authorities. This section must include a description of the factual basis alleged to underlie the proceedings and the court action(s) sought.

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Along with offering new shares in the Form S-1 prospectus, prior shareholders may also register some or all of their shares for sale. This item requires disclosure of any such share amounts, who is intending to sell, and how many shares they will have left over after the sale.

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A company need not have a code of ethics; however, if they do not, they are required to explain why not, and most publicly traded companies have such a code. If the company has a website then the code must be on it, although not necessarily on the front page.

797:, the company must describe this. Any transaction that the underwriter intends to conduct or has conducted during or before the offering that stabilizes, maintains, or otherwise affects the market price of the offered securities must also be disclosed. 1032:

Climate change disclosure remains a fuzzy topic but four principal themes are discussed in SEC guidance: the impact of legislation and regulation; the impact of international accords; the indirect consequences of regulation or business trends; and the

393:. A performance graph that shows the "yearly percentage change in the registrant's cumulative total shareholder return on a class of common stock" is required. Figures must also be compared with one or more "peer issuer(s) selected in good faith". 518:, the SEC adopted the rule that is now Item 308, requiring subject companies to include in their annual reports a report of management on the company's internal control over financial reporting. The internal control report must include: 919:"Additional Exhibits". These are often to be found in form 8-Ks, which are very broad forms used to notify investors of any unscheduled material event that is important to shareholders, but Exhibit 99 may show up in other places. 438:

Regarding quarterly financial data, this item looks for changes caused by such events as: disposals of business segments; extraordinary, unusual or infrequently occurring items; and matters related to gas and oil.

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to consider the merits of an offering and make educated investment decisions. A prospectus is one of the main documents used by an investor to research a company prior to an initial public offering.

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This item highlights any disagreements between the company and its auditors and accountants. Such disagreements can cause difficulties with the validity of financial statements and with

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must be disclosed. If the securities are to be offered on an exchange, the exchange must be indicated. If the registered securities are to be offered in connection with the writing of

192:(initial public offering of shares). Form S-1 contains the basic business and financial information on an issuer with respect to a specific securities offering. Investors may use the 1025:

environment, or otherwise relating to protection of the environment, may have upon the expenditures, earnings and competitive position of the registrant and its subsidiaries.

96:(issuing or contemplating issuing shares), filers (entities that must file reports with the SEC) or registrants (entities that must register (usually shares) with the SEC). 401:

This section involves describing different share classes and any provisions of the registrant's charter or by-laws that affect them, such as any clauses that may act as a "

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While this disclosure is required in Form 10-K, it is often performed in the Annual Report and incorporated by reference in Form 10-K by large companies such as Pfizer.

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Value-at-risk disclosures of the potential loss in future earnings, fair values, or cash flows of market risk sensitive instruments from relevant market rates or prices.

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Management's assessment of the effectiveness of the company's internal control over financial reporting as of the end of the company's most recent fiscal year;

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limited partnerships. The guides are divided into compliance with the Securities Act and the Securities Exchange Act but included in one PDF document, the

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Further information is needed as to what these "undertakings" are and whether this listing is of types of offering, types of undertakings, or whatever.

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The SEC has periodically made updates, especially since the JOBS Act; in 2020, the SEC proposed eliminating 301, 302(a) and 302(b), and updating 303.

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A statement identifying the framework used by management to evaluate the effectiveness of the company's internal control over financial reporting; and

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Form S-1 has an OMB approval number of 3235–0065 and the online form is only 8 pages. However, the simplicity of the form's design is belied by the

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generically to any registrant. Instead, registrants must concisely explain how each risk affects the registrant or the securities being offered.

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A statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting for the company;

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In the indemnification of underwriters, an agreement has been made to pay for any losses of an underwriter while conducting an underwriting.

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registration statements under section 12 of the Securities Exchange Act of 1934, also known as subpart C of part 249 of this chapter (17

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Selling group members are current owners of stock who intend to sell some or all of this stock in the process of the share distribution.

1077:

A principal underwriter is a senior underwriter who makes decisions for all underwriters in the group, usually used for large offerings.

1046: 759:, that will be involved. Any plans for non-cash outlays such as acquisition, reorganization, readjustment, or succession must be noted. 1865: 1034: 817:

discusses disqualifying interests". For example, in a registration statement it is reasonable that the company's lawyer will offer an

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S-1. Some specifications of 501 and 502 clearly apply to paper prospectuses but the same format can be used for online prospectuses.

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This disclosure may be done either mathematically or with a narrative explanation within, for instance, the company's Annual Report.

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are discouraged. Smaller companies are allowed to only fill in items 101, 201, 301, 302, 303, 305, 402, 404, 407, 503, 504, and 601.

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The increase in such net tangible book value per share attributable to the cash paid by purchasers of the shares being offered; and

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determining such an offering price must be described. It may be specified that there is no rational means for determining a price.

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be engaged in significant mining operations. Aside from mining and petroleum, guidance is also given on statistical disclosure by

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Item 10 suggests management make reasonable projections for the future. Security ratings are voluntarily permitted for classes of

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as part of the annual report, and management must make certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act.

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registration statements under the Securities Act to the extent provided in the forms to be used for registration under that Act;

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filing, the "Management's discussion and analysis of financial condition and results of operations" section was 20 pages long.

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Sensitivity analysis of potential loss in future earnings, fair values, or cash flows of market risk sensitive instruments; or

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any other documents required to be filed under the Exchange Act, to the extent provided in the forms and rules under that Act.

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as compared to the era before passage of the Sarbanes-Oxley Act, how companies comparatively implement corporate governance.

205: 413: 1594: 1400: 1378: 1356: 1765: 1714: 1692: 1573: 1312: 1290: 1086:

Discretionary accounts are accounts of clients who have permitted their brokers to initiate trades on the client's behalf.

1334: 1222: 1200: 1178: 1156: 720:(a loss in value per share due to share issuance) will take place upon the stock distribution. The company must display: 347:

This section requires disclosure of certain information pertaining to mine operations, if the registrant operates mines.

150: 1616: 39: 33: 385:

Dividend history and intent to pay or not pay dividends must be discussed. Securities authorized for issuance under

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Although never explicitly mentioned in Regulation S-K, SEC Guidance points to the four most pertinent sources of

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If an underwriter has or may place a member on the company's board of directors, this must be disclosed. Any

506:

these controls and procedures". Despite its brevity, this item requires significant auditing and other work.

1605: 402: 189: 1893: 515: 1127: 908: 447:

Item 303: Management's discussion and analysis (MD&A) of financial condition and results of operations

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is defined; no piggy-back referencing (no reference to a reference in another filed document) is allowed.

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authority must be disclosed, including an estimate of the amount of securities intended to be thus sold.

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their shares as part of the distribution. Offering expenses must be disclosed in the manner specified in

373:

Item 201: Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters

131:". Thereafter, Regulation S-K applies to the ongoing reporting requirements in documents such as forms 1858: 1422:

http://www.sullcrom.com/siteFiles/Publications/SC_Publication_Oil_and_Gas_Reserves_Disclosure_42C1.pdf

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information relevant to competitors. Some requirements for reports to shareholders are also stated.

1131: 446: 382:). The number of shareholders and all holders of five percent or more of shares must be revealed. 937: 933: 1971: 801: 467:

Item 304: Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

1894:"SEC Proposes Further Changes To Streamline And Modernize Financial And MD&A Disclosures" 826:

Item 510: Disclosure of Commission Position on Indemnification for Securities Act Liabilities

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The distribution is the shares to be sold and the way and manner in which they will be sold.

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This section requires a brief summary of the information in the prospectus in plain english.

831: 1924: 1401:"General Rules and Regulations promulgated under the Securities Act of 1933: Regulation S" 1379:"General Rules and Regulations promulgated under the Securities Act of 1933: Regulation D" 1357:"General Rules and Regulations promulgated under the Securities Act of 1933: Regulation C" 912: 805: 782: 573: 288: 178: 1265: 1919: 1018: 818: 717: 666:

Item 501: Forepart of Registration Statement and Outside Front Cover Page of Prospectus

472: 440: 390: 228: 162: 100: 1991: 1823: 1787: 405:". In addition, such factors as liability of shares to foreign tax must be disclosed. 2010: 1951: 1811: 1108:

is both an underwriter and a buyer of a company's securities in a secondary offering.

945: 763: 280: 174: 156: 1972:

SEC Approves Proposal Regarding Enhanced Proxy Disclosure (402(s) of Regulation S-K)

1128:"Financial Statement Requirements in US Securities Offerings: What You Need to Know" 778:. All discounts and commissions to be allowed or paid to dealers must be disclosed. 1946: 1105: 794: 752: 456: 379: 168: 1736: 1639: 1447: 1433: 584:

Item 404: Transactions with Related Persons, Promoters and Certain Control Persons

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Regulation D : Rules for limited offer and sale of securities without registration

99:

Regulation S-K is generally focused on qualitative descriptions while the related

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Tabular presentation of information related to market risk sensitive instruments;

1744: 1408: 1386: 1364: 941: 767: 254: 1773: 1722: 1700: 1581: 1320: 1298: 215:

Regulation S-K (the "K" can be thought of as a reporting classification as for

1941: 1342: 1244: 1230: 1208: 1186: 1164: 770:

traded (or to be traded) on an exchange, such transactions must be described.

265:

Regulation S : Rules governing offers and sales made outside the United States

89: 1966: 793:

If the underwriters or any selling group members intend to engage in passive

460: 418: 296: 216: 132: 1824:"(SEC) Commission Guidance Regarding Disclosure Related to Climate Change" 775: 312:

The initial portion of this information is relatively simple – e.g.,

1952:

Disclosure Obligations Of A Reporting Entity In Government Investigations

223:

Rules, regulations, and schedules commonly associated with Regulation S-K

112: 1992:(SEC) Commission Guidance Regarding Disclosure Related to Climate Change 1678: 1541:

Securities Act Release No. 6835 (May 18, 1989); Instructions to Item 303

724:

The net tangible book value per share before and after the distribution;

567:

Item 403: Security Ownership of Certain Beneficial Owners and Management

2001: 730:

The amount of the immediate dilution to be suffered by the purchasers.

542:

Item 401: Directors, Executive Officers, Promoters and Control Persons

1997:

Securities Enforcement Manual, Second Edition: Tactics and Strategies

1967:

Regulation S-T (General Rules and Regulations for Electronic Filings)

93: 1574:"Regulation S-K: Item 307 – Disclosure Controls and Procedures" 678:

any, and the underwriting arrangements; and date of the prospectus.

479:

Item 305: Quantitative and Qualitative Disclosures about Market Risk

1987:

Columbia Law Climate Change Securities Disclosures Resource Center

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items are thus rarely seen in filings. The sections involved are:

911:

filed online with EDGAR will invariably require the attachment of

577: 554: 412: 363: 188:

A public company is initially impacted by Regulation S-K with its

1000:

Item 914: Pro Forma Financial Statements; Selected Financial Data

982:

Item 908: Reasons for and Alternatives to the Roll-up Transaction

669:

Item 502: Inside Front and Outside Back Cover Pages of Prospectus

249:

Rule 144 : Defines persons legally deemed not to be engaged in a

1981: 1628:

Sarbannes-Oxley Act and Codes of Ethics for Corporate Governance

588:

This item requires the disclosure of any conflicts or potential

1859:"Report on Review of Disclosure Requirements in Regulation S-K" 994:

Item 912: Source and Amount of Funds and Transactional Expenses

483:

Companies are given a choice of three disclosure alternatives:

231:: Form and content of and requirements for financial statements 1977:

Share Tender Offers for consideration of registered securities

851: 716:

This item requires the calculation and disclosure of how much

368:

Sample Market for Common Stock and Related Stockholder Matters

246:

General Rules and Regulations from the Securities Act of 1933

136: 111:

In a company's history, Regulation S-K first applies with the

18: 1812:

Corporate Governance, Incentives, and Industry Consolidations

1772:. The University of Cincinnati College of Law. Archived from 1721:. The University of Cincinnati College of Law. Archived from 1699:. The University of Cincinnati College of Law. Archived from 1580:. The University of Cincinnati College of Law. Archived from 1407:. The University of Cincinnati College of Law. Archived from 1385:. The University of Cincinnati College of Law. Archived from 1363:. The University of Cincinnati College of Law. Archived from 1341:. The University of Cincinnati College of Law. Archived from 1319:. The University of Cincinnati College of Law. Archived from 1297:. The University of Cincinnati College of Law. Archived from 1229:. The University of Cincinnati College of Law. Archived from 1207:. The University of Cincinnati College of Law. Archived from 1185:. The University of Cincinnati College of Law. Archived from 1163:. The University of Cincinnati College of Law. Archived from 372: 1693:"Regulation M: Rule 103 – Nasdaq Passive Market Making" 203:'s figure of the estimated average burden – 972 hours. 596:

Item 405: Compliance with Section 16(a) of the Exchange Act

867:

needs attention from an expert in Finance & Investment

580:

system, entitled "DEF 14 A (Definitive Proxy Statement)".

92:

used by public companies. Companies are also often called

1962:

Regulation S-B consolidation of rules into Regulation S-K

1677:. Financial Industry Regulatory Authority. Archived from 800:

Item 508 also specifies disclosure requirements for some

16:

Prescribed regulation under the US Securities Act of 1933

1434:"17 CFR § 229.104 - (Item 104) Mine safety disclosure" 576:; the latter is, like form 10-K, filed with the SEC's 839:

Item 511: Other Expenses of Issuance and Distribution

2002:

Fundamentals of Securities Regulation, Fifth Edition

510:

Item 308: Internal Control over Financial Reporting

259:

Regulation C : Registration and filing requirements

250: 240: 1640:"17 CFR § 229.503 - (Item 503) Prospectus summary" 1462:"Annual Report for Ardent Mines Limited for 2009" 932:, unpaid claims and claim adjustment expenses of 243:: Securities Act and Exchange Act Industry Guides 88:that lays out reporting requirements for various 1008:Interpretations and Extensions of Regulation S-K 812:Item 509: Interests of Named Experts and Counsel 652:Registration Statement and Prospectus Provisions 397:Item 202: Description of Registrant's Securities 181:and information statements under section 14; and 1013:Environmental Law and Climate Change Disclosure 979:Item 907: Background of the Roll-up Transaction 970:Item 904: Risk Factors and Other Considerations 1947:Form Types Used for Electronic Filing on EDGAR 1844:Disclosure topics, SEC Climate change guidance 1715:"Regulation S-K: Item 512 – Undertakings" 1529:Securities Act Release No. 6835 (May 18, 1989) 1104:Passive market making is a process in which a 1047:Jumpstart Our Business Startups Act (JOBS) Act 1223:"Securities Exchange Act of 1934: Section 14" 1201:"Securities Exchange Act of 1934: Section 15" 1179:"Securities Exchange Act of 1934: Section 13" 1157:"Securities Exchange Act of 1934: Section 12" 997:Item 913: Other Provisions of the Transaction 976:Item 906: Allocation of Roll-up Consideration 434:Item 302: Supplementary Financial Information 159:or other reports under sections 13 and 15(d); 8: 1448:"17 CFR § 229.105 - (Item 105) Risk factors" 964:Item 902: Individual Partnership Supplements 501:Item 307: Disclosure Controls and Procedures 389:plans must be revealed; this also involves 330:sometimes indicate what must be disclosed. 991:Item 911: Reports, Opinions and Appraisals 475:, so are rarely reported under this item. 1003:Item 915: Federal Income Tax Consequences 762:The details of any distributions through 703:Item 505: Determination of Offering Price 537:Management and "Certain Security Holders" 234:Regulation M-A : Mergers and acquisitions 69:Learn how and when to remove this message 1930:Generally accepted accounting principles 1737:"17 CFR § 229.601 - (Item 601) Exhibits" 165:transaction statements under section 13; 84:is a prescribed regulation under the US 32:This article includes a list of general 1119: 1061: 844:accounting fees, and engineering fees. 237:Regulation AB : Asset-backed securities 121:U.S. Securities and Exchange Commission 877:may be able to help recruit an expert. 455:This section can be lengthy. E.g., in 1853: 1851: 1766:"Regulation S-X: Item 601 – Exhibits" 988:Item 910: Fairness of the Transaction 7: 1788:"What is a paper filed SEC exhibit?" 1247:. Securities and Exchange Commission 875:WikiProject Finance & Investment 327: 171:statements under sections 13 and 14; 1982:The web guide to SEC Regulation S-K 952:Items 901–915: Roll-up Transactions 1866:Securities and Exchange Commission 1499:S-K Item 301, Instructions 1 and 2 1035:physical impacts of climate change 735:Item 507: Selling Security Holders 514:As directed by Section 404 of the 270:Regulation S-K: Highlights by item 38:it lacks sufficient corresponding 14: 1957:Lawyerlinks, Regulation S-K Index 1661:U.S. Government Publishing Office 1245:"Division of Corporation Finance" 973:Item 905: Comparative Information 425:Item 301: Selected Financial Data 321:Item 102: Description of Property 308:Item 101: Description of Business 103:focuses on financial statements. 856: 643:Communications from shareholders 637:Audit committee financial expert 551:Item 402: Executive Compensation 343:Item 104: Mine Safety Disclosure 23: 1875:from the original on 2019-09-10 1562:Wal-Mart Market risk assessment 1138:from the original on 2020-02-29 985:Item 909: Conflicts of Interest 940:underwriters, and interests in 559:Sample 2009 Compensation Report 547:promoters and control persons. 923:Items 801–802: Industry Guides 744:Item 508: Plan of Distribution 661:Items 501 and 502: Cover pages 614:Item 407: Corporate Governance 1: 2022:Auditing in the United States 1270:Division of Corporate Finance 625:Board meetings and committees 253:and therefore not treated as 2027:United States securities law 1770:Securities Lawyer's Deskbook 1719:Securities Lawyer's Deskbook 1697:Securities Lawyer's Deskbook 1654:"Item 504 of Regulation S-K" 1578:Securities Lawyer's Deskbook 1511:S-K Item 301, Instruction 2. 1405:Securities Lawyer's Deskbook 1383:Securities Lawyer's Deskbook 1361:Securities Lawyer's Deskbook 1339:Securities Lawyer's Deskbook 1317:Securities Lawyer's Deskbook 1295:Securities Lawyer's Deskbook 1266:"Statutes, Rules, and Forms" 1227:Securities Lawyer's Deskbook 1205:Securities Lawyer's Deskbook 1183:Securities Lawyer's Deskbook 1161:Securities Lawyer's Deskbook 686:Item 503: Prospectus Summary 360:Securities of the registrant 1942:Securities Lawyers Deskbook 869:. The specific problem is: 757:dividend reinvestment plans 334:Item 103: Legal Proceedings 297:Non-GAAP financial measures 285:convertible debt securities 142:Regulation S-K applies to: 2043: 751:If the securities will be 516:Sarbanes-Oxley Act of 2002 443:is relevant to this item. 396: 293:Incorporation by reference 119:their securities with the 1595:Pfizer Inc.(Schedule 14A) 1551:Google's 2009 10-K filing 822:purpose) are not common. 694:Item 504: Use of Proceeds 628:Annual meeting attendance 618:This has seven clauses: 605:Item 406: Code of ethics 177:to security holders and 909:Registration statements 53:more precise citations. 930:bank holding companies 848:Item 512: Undertakings 830:Item 510 demands that 640:Compensation committee 590:conflicts of interests 560: 421: 369: 351:Item 105: Risk Factors 129:Securities Act of 1933 125:registration statement 115:that companies use to 86:Securities Act of 1933 1606:Pfizer Inc. Form 10-K 1520:See Reg S-K, Item 303 961:Item 901: Definitions 622:Director independence 558: 416: 409:Financial information 367: 1617:Ford Proxy Statement 1132:Latham & Watkins 631:Nominating committee 1675:"Glossary – P" 946:SEC Industry Guides 387:equity compensation 1487:17 C.F.R. §229.301 938:casualty insurance 904:Item 601: Exhibits 712:Item 506: Dilution 561: 422: 370: 967:Item 903: Summary 892: 891: 417:Sample Item 6 of 79: 78: 71: 2034: 1908: 1907: 1905: 1904: 1890: 1884: 1883: 1881: 1880: 1874: 1863: 1855: 1846: 1841: 1835: 1834: 1828: 1820: 1814: 1809: 1803: 1802: 1800: 1798: 1784: 1778: 1777: 1762: 1756: 1755: 1753: 1751: 1733: 1727: 1726: 1711: 1705: 1704: 1689: 1683: 1682: 1671: 1665: 1664: 1658: 1650: 1644: 1643: 1636: 1630: 1625: 1619: 1614: 1608: 1603: 1597: 1592: 1586: 1585: 1570: 1564: 1559: 1553: 1548: 1542: 1536: 1530: 1527: 1521: 1518: 1512: 1506: 1500: 1494: 1488: 1485: 1479: 1478: 1476: 1475: 1458: 1452: 1451: 1444: 1438: 1437: 1430: 1424: 1419: 1413: 1412: 1397: 1391: 1390: 1375: 1369: 1368: 1353: 1347: 1346: 1331: 1325: 1324: 1313:"Regulation M-A" 1309: 1303: 1302: 1291:"Regulation S-X" 1287: 1281: 1280: 1278: 1277: 1262: 1256: 1255: 1253: 1252: 1241: 1235: 1234: 1219: 1213: 1212: 1197: 1191: 1190: 1175: 1169: 1168: 1153: 1147: 1146: 1144: 1143: 1124: 1109: 1102: 1096: 1093: 1087: 1084: 1078: 1075: 1069: 1066: 887: 884: 878: 860: 859: 852: 806:rights offerings 275:Item 10: General 212: 210: 74: 67: 63: 60: 54: 49:this article by 40:inline citations 27: 26: 19: 2042: 2041: 2037: 2036: 2035: 2033: 2032: 2031: 2007: 2006: 1938: 1925:Proxy statement 1916: 1911: 1902: 1900: 1892: 1891: 1887: 1878: 1876: 1872: 1861: 1857: 1856: 1849: 1842: 1838: 1826: 1822: 1821: 1817: 1810: 1806: 1796: 1794: 1786: 1785: 1781: 1764: 1763: 1759: 1749: 1747: 1741:law.cornell.edu 1735: 1734: 1730: 1713: 1712: 1708: 1691: 1690: 1686: 1673: 1672: 1668: 1656: 1652: 1651: 1647: 1638: 1637: 1633: 1626: 1622: 1615: 1611: 1604: 1600: 1593: 1589: 1572: 1571: 1567: 1560: 1556: 1549: 1545: 1537: 1533: 1528: 1524: 1519: 1515: 1507: 1503: 1495: 1491: 1486: 1482: 1473: 1471: 1460: 1459: 1455: 1446: 1445: 1441: 1432: 1431: 1427: 1420: 1416: 1399: 1398: 1394: 1377: 1376: 1372: 1355: 1354: 1350: 1335:"Regulation AB" 1333: 1332: 1328: 1311: 1310: 1306: 1289: 1288: 1284: 1275: 1273: 1264: 1263: 1259: 1250: 1248: 1243: 1242: 1238: 1221: 1220: 1216: 1199: 1198: 1194: 1177: 1176: 1172: 1155: 1154: 1150: 1141: 1139: 1126: 1125: 1121: 1117: 1112: 1103: 1099: 1094: 1090: 1085: 1081: 1076: 1072: 1067: 1063: 1059: 1043: 1015: 1010: 954: 925: 906: 901: 888: 882: 879: 873: 861: 857: 850: 841: 828: 814: 783:indemnification 746: 737: 714: 705: 696: 688: 663: 654: 634:Audit committee 616: 607: 598: 586: 574:proxy statement 569: 553: 544: 539: 512: 503: 481: 469: 449: 436: 427: 411: 399: 375: 362: 353: 345: 336: 328:Industry Guides 323: 310: 305: 289:preferred stock 281:debt securities 277: 272: 241:Industry Guides 225: 208: 204: 109: 75: 64: 58: 55: 45:Please help to 44: 28: 24: 17: 12: 11: 5: 2040: 2038: 2030: 2029: 2024: 2019: 2009: 2008: 2005: 2004: 1999: 1994: 1989: 1984: 1979: 1974: 1969: 1964: 1959: 1954: 1949: 1944: 1937: 1936:External links 1934: 1933: 1932: 1927: 1922: 1920:Regulation S-X 1915: 1912: 1910: 1909: 1885: 1847: 1836: 1815: 1804: 1779: 1776:on 2012-05-02. 1757: 1728: 1725:on 2012-04-15. 1706: 1703:on 2012-05-09. 1684: 1681:on 2010-12-24. 1666: 1645: 1631: 1620: 1609: 1598: 1587: 1584:on 2012-05-03. 1565: 1554: 1543: 1531: 1522: 1513: 1501: 1489: 1480: 1453: 1439: 1425: 1414: 1411:on 2010-09-09. 1392: 1389:on 2010-09-10. 1370: 1367:on 2010-09-10. 1348: 1345:on 2011-07-16. 1326: 1323:on 2010-09-11. 1304: 1301:on 2010-09-11. 1282: 1257: 1236: 1233:on 2010-09-06. 1214: 1211:on 2010-09-07. 1192: 1189:on 2010-09-06. 1170: 1167:on 2010-09-07. 1148: 1118: 1116: 1113: 1111: 1110: 1097: 1088: 1079: 1070: 1060: 1058: 1055: 1042: 1039: 1019:climate change 1014: 1011: 1009: 1006: 1005: 1004: 1001: 998: 995: 992: 989: 986: 983: 980: 977: 974: 971: 968: 965: 962: 953: 950: 924: 921: 905: 902: 900: 897: 890: 889: 864: 862: 855: 849: 846: 840: 837: 827: 824: 819:expert opinion 813: 810: 764:broker-dealers 745: 742: 736: 733: 732: 731: 728: 725: 713: 710: 704: 701: 695: 692: 687: 684: 671: 670: 667: 662: 659: 653: 650: 645: 644: 641: 638: 635: 632: 629: 626: 623: 615: 612: 606: 603: 597: 594: 585: 582: 568: 565: 552: 549: 543: 540: 538: 535: 534: 533: 529: 526: 523: 511: 508: 502: 499: 495: 494: 491: 488: 480: 477: 473:Regulation S-X 468: 465: 448: 445: 441:Regulation S-X 435: 432: 426: 423: 410: 407: 398: 395: 391:Regulation S-X 374: 371: 361: 358: 352: 349: 344: 341: 335: 332: 322: 319: 309: 306: 304: 301: 276: 273: 271: 268: 267: 266: 263: 260: 257: 247: 244: 238: 235: 232: 229:Regulation S-X 224: 221: 206:"SEC Form S-1" 186: 185: 182: 175:annual reports 172: 166: 160: 154: 147: 123:(SEC) as the " 108: 105: 101:Regulation S-X 82:Regulation S-K 77: 76: 59:September 2011 31: 29: 22: 15: 13: 10: 9: 6: 4: 3: 2: 2039: 2028: 2025: 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SEC. 2009 942:real estate 832:boilerplate 403:poison pill 90:SEC filings 51:introducing 2011:Categories 1903:2020-02-29 1879:2020-02-28 1474:2012-05-30 1276:2012-05-28 1251:2012-05-28 1142:2020-02-28 1115:References 201:OMB Office 194:prospectus 153:Part 229); 127:under the 34:references 419:Form 10-K 217:Form 10-K 1914:See also 1898:JD Supra 1870:Archived 1136:Archived 934:property 913:exhibits 899:Exhibits 883:May 2012 776:item 511 718:dilution 459:'s 2009 303:Business 117:register 113:Form S-1 1833:. 2010. 1797:7 March 1750:7 March 1041:History 802:warrant 94:issuers 47:improve 287:, and 157:annual 36:, but 1873:(PDF) 1862:(PDF) 1827:(PDF) 1657:(PDF) 1467:EDGAR 1057:Notes 578:EDGAR 209:(PDF) 179:proxy 1799:2021 1752:2021 1045:The 936:and 804:and 461:10-K 135:and 133:10-K 1831:SEC 1539:See 1509:See 1497:See 190:IPO 151:CFR 137:8-K 2013:: 1896:. 1868:. 1864:. 1850:^ 1829:. 1790:. 1768:. 1743:. 1739:. 1717:. 1695:. 1659:. 1576:. 1464:. 1403:. 1381:. 1359:. 1337:. 1315:. 1293:. 1268:. 1225:. 1203:. 1181:. 1159:. 1134:. 1130:. 1037:. 948:. 808:. 291:. 283:, 139:. 1906:. 1882:. 1801:. 1754:. 1663:. 1642:. 1477:. 1450:. 1436:. 1279:. 1254:. 1145:. 885:) 881:( 211:. 72:) 66:( 61:) 57:( 43:.

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