Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to

shareholder A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal o ...

s or the

United States Securities and Exchange Commission The U.S. Securities and Exchange Commission (SEC) is an independent agency of the United States federal government, created in the aftermath of the Wall Street Crash of 1929. The primary purpose of the SEC is to enforce the law against marke ...

. This is one of the most common types of forms filed with the SEC. After a significant event like

bankruptcy Bankruptcy is a legal process through which people or other entities who cannot repay debts to creditors may seek relief from some or all of their debts. In most jurisdictions, bankruptcy is imposed by a court order, often initiated by the debto ...

or departure of a

CEO A chief executive officer (CEO), also known as a central executive officer (CEO), chief administrator officer (CAO) or just chief executive (CE), is one of a number of corporate executives charged with the management of an organization especially ...

, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quarterly reports on Form 10-Q and/or Annual Reports on

Form 10-K A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission (SEC), that gives a comprehensive summary of a company's financial performance. Although similarly named, the annual report on Form 10-K is distinct from the oft ...

. Form 8-K is required to be filed by

public companies A public company is a company whose ownership is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange (list ...

with the SEC pursuant to the

Securities Exchange Act of 1934 The Securities Exchange Act of 1934 (also called the Exchange Act, '34 Act, or 1934 Act) (, codified at et seq.) is a law governing the secondary trading of securities ( stocks, bonds, and debentures) in the United States of America. A land ...

, as amended.

When Form 8-K is required

Form 8-K is used to notify investors of a current event. These types of events include: * signing, amending or terminating material definitive agreements not made in the ordinary course of business, bankruptcies or

receivership In law, receivership is a situation in which an institution or enterprise is held by a receiver—a person "placed in the custodial responsibility for the property of others, including tangible and intangible assets and rights"—especially in c ...

s * mine shutdowns or violations of mine health and safety laws * consummation of a material asset acquisition or sale * results of operations and financial condition, creating certain financial obligations, such as incurrence of material debt * triggering events that accelerate material obligations (such as defaults on a loan) * costs associated with exit or disposal plans ( layoffs, shutting down a plant, or material change in services or outlets) * material impairments * delisting from a securities exchange or failing to satisfy listing requirements * unregistered

equity Equity may refer to: Finance, accounting and ownership *Equity (finance), ownership of assets that have liabilities attached to them ** Stock, equity based on original contributions of cash or other value to a business ** Home equity, the diff ...

sales (private placements) * modifications to shareholder rights * change in

accountants An accountant is a practitioner of accounting or accountancy. Accountants who have demonstrated competency through their professional associations' certification exams are certified to use titles such as Chartered Accountant, Chartered Certifi ...

* determinations that previously issued financial statements cannot be relied upon * change in control * senior officer appointments and departures * director elections and departures * amendments to certificate/articles of incorporation or bylaws * changes in fiscal year * trading suspension under employee benefit plans * amendments or waivers of code of ethics * changes in shell company status * results of shareholder votes * disclosures applicable to issuers of asset-backed securities * disclosures necessary to comply with Regulation FD * other material events * certain financial statements and other exhibits. Investors should always read any 8-K filings that are made by companies in which they are invested. These reports are often material to the company, and frequently contain information that will affect the

share price A share price is the price of a single share of a number of saleable equity shares of a company. In layman's terms, the stock price is the highest amount someone is willing to pay for the stock, or the lowest amount that it can be bought for. B ...

Reading Form 8K

Typically an 8-K filing will only have two major parts: the name and description of the event and any exhibits that are relevant. The name and description of the event contains all the information that the company considers relevant to shareholders and the SEC. It is important to read this information, as it has been deemed "material" by the company. Any exhibits that are relevant may include financial statements, press releases, data tables, or other information that is referenced in the description of the event.

Form 8K Items

The 8-K items are defined in the following table.

Historical Form 8K Items

Prior to August 23, 2004, 8-K items were filed under different item numbers. Those historical items are displayed in the table below.

References

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External links

Form 8-K
SEC filings