SEC Filings

The 8-K

The 8-K is used to announce corporate changes to the shareholders. Unscheduled material events must be disclosed within four days of the event.

Many companies announce their quarterly earnings in the 8-K report.

What's in the 8-K?

Companies file an 8-K if they need to report one of these events:

  • Changes in control of registrant
  • Acquistion or disposal of assets
  • Bankruptcy or receivership
  • Changes in the certifying accountant
  • Other materially important events
  • Resignation of directors
  • Financial statements or exhibits
  • Change in fiscal year
  • Regulation FD Disclosure
  • Ammendments or waiver of the Code of Ethics
  • Notice of a pension fund blackout period
  • Release of material information about operations or financial condition for the latest quarter or annual fiscal period.

A full list of major events that must be announed in the 8-K can be found on the Fast Answers page of the SEC's website.

Regulation FD

Regulation Fair Disclosure was adopted in August 2000 in direct response to the scandals involving analysts at several prominent Wall Street firms. FD was an attempt to ensure that small investors received the same information that went to analysts, brokers and institutional investors. Under Regulation FD companies were required to:

  • Disclose all material non-public information to all investors at the same time
  • Refrain from selective disclosure to analysts or institutional investors

FD (Fair Dislosure) Wires