Law Blog Tag: form 10-k

SEC Small Business Advisory Committee Public Company Disclosure Recommendations

SEC Proposed Pay Versus Performance

Will the Disclosure Modernization and Simplification Act of 2014 Simplify Reporting Requirements for ECG’s and Smaller Reporting Companies?

CEO and CFO Certifications for Forms 10-Q and 10-K

An Overview of MD&A

June 10, 2014 in Form 10, Form 10-K, Form 10-Q, MD&A

Public Company SEC Reporting Requirements

SEC Guidance On Social Media And Websites For Company Announcements And Communications- Part I

How To Bring A Delinquent Exchange Act Reporting Company Current

Form 10 Registration Statements

A Form 10 Registration Statement is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). To explain a Form 10 registration statement, let’s start with what it isn’t. It is not used to register specific securities for sale or re-sale and does not change the transferability of any securities. That is, a Form 10 registration statement does not register a security for the purposes of Section 5 of the Securities Act of 1933 (“Securities Act”) . Following the effectiveness of a Form 10 registration statement, restricted securities remain restricted and free trading securities remain free trading.

Section 3(a)(9) Exchanges Evaluated

December 11, 2009 in Reverse Mergers, SEC Guidance

Section 3(a)(9) of the Securities Act of 1933, provides an exemption from the registration requirements for “[E]xcept with respect to a security exchanged in a case under title 11 of the United States Code, any security exchanged by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.” Generally, in an exchange offer, the issuer offers to exchange new debt or equity securities for its outstanding debt or equity securities.

1 2