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Investor Protection How the SEC Can Help Jack McCreery, staff attorney Office of Investor Education and Assistance. The Usual Disclaimer.
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How the SEC Can Help
Jack McCreery, staff attorney
Office of Investor Education and Assistance
The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement by any of its employees. The views expressed in this presentation are those of Mr. McCreery and do not necessarily reflect the views of the SEC, its Commissioners, or other members of the SEC’s staff.
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A company must file reports if:
It has 500 or more investors and$10 million or more in assets, or
It lists its securities on:
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Philadelphia Stock Exchange, or
3. Its securities are quoted on the OTCBB
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Item 10: Directors & executive officers
Item 11: Executive comp
Item 12: Ownership (insiders)
Item 13: Relationships & related transactions
Item 14: Accounting Fees & services
Item 15: Exhibits
Signatures & CertificationsWhat You’ll Find in a 10-K:
Section 1--Registrant's Business and Operations - Entry or termination of a material agreement
Section 2--Financial Information Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation, Material Impairments
Section 3--Securities and Trading Markets Notice of Delisting, Material Modification to Rights of Security Holders
Section 4--Matters Related to Accountants and Financial Statements Change of Accountants, Non-Reliance on Previously Issued Financial Statements
Section 5--Corporate Governance and Management Changes in Control, Departure of Directors or Principal Officers
Section 6--Reserved (for future use)
Section 7--Regulation FD Disclosure
Section 8--Other Events Other Events (material, but not specified in 8-K instructions)
Section 9--Financial Statements and Exhibits Financial Statements and Exhibits
Companies have four days to file a Form 8-K for the events specified in the items in Sections 1-5 and 9 above. However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier.
Form 4: Changes in ownership must be reported within two business days. Limited categories of transactions are not subject to the two-day reporting requirement.
Form 5: Insiders use this form to report any transactions that should have been reported earlier on a Form 4 or were eligible for deferred reporting.Stock Ownership Forms