Knowledge Base

Commonly Used Filings

Annual Report

Commonly used by companies to describe the firm to shareholders. Not a required SEC filing. Companies have a considerable amount of latitude in the structure and contents of this report. Normally contains financial data, and often details not reported elsewhere.

8-K

The "current report", used to report the occurrence of any material events or corporate changes which are of importance to investors or security holders and previously have not been reported by the registrant. It provides more current information on certain specified events than would Forms 10-Q or 10-K.

10-K

A comprehensive annual overview. Includes sections (“items”) on markets and products of the company, methods of distribution, importance of patents, estimated cost of research, properties, legal proceedings, information relating to the convening of a meeting of shareholders, the market for the registrant’s common stock, selected financial data, management discussion and results of operations, supplementary data, changes in accounting disclosure, directors and executives, remuneration of directors and officers, security ownership of certain beneficial owners, and certain relationships and related transactions. Additional information (“schedules”) include receivables from related parties, accumulated depreciation, guarantees of securities, short-term borrowings, supplementary income, and income from dividends. Includes 8-K data.

10-Q

Quarterly report. Includes quarterly financials, management discussion and analysis, any changes in accounting principles, legal proceedings, changes in securities, defaults upon senior securities, submission of matters to security holders, other events, and exhibits from form 8-K.

13-F

Quarterly report of equity holdings by institutional investment managers having equity assets under management of $100 million or more. Included in this category are certain banks, insurance companies, investment advisers, investment companies, foundations and pension funds.

Registration

There are two types of registration statements, (1) offering registrations and (2) trading registrations. Offering registrations are used to register securities before they are offered to investors. Part 1 is often called a “red herring,” and contains preliminary data that will be in the final prospectus. Usually included in Part 1 are descriptions of securities to be registered, use of proceeds, risk factors, determination of offering price, potential dilution, plan of distribution, interest of experts and counsel, and management discussion. Part 2 includes expenses of issuance and distribution, indemnification of directors and officers, and recent sales of unregistered securities. The offering registration also includes a variety of special statements, including S-1, S-2, S-3, N-1A, N-5, N-14, F-1, F-2, and F-4. Trading registrations permit trading among investors on an exchange or OTC; these registration statements do not include a prospectus. They are usually either Form 10, Form 8-A, or Form 8-B.

20-F

Registration statement filed by foreign issuers of securities trading in the United States. Includes description of business, description of property, material legal proceedings, nature of trading market, taxation, selected financial data, management discussion, directors and officers, compensation of directors and officers, options to purchase securities, interests of management, description of securities to be registered, defaults upon senior securities, and financial statements.

Proxy

Proxy statements offer official notification to various classes of shareholders of matters to be brought to a vote at a shareholders meeting. Votes may be held for changing officers, among other matters. The data in a proxy may appear in part of the 10-K.
Prospectus

Any changes required by the SEC to an offering registration statement are included in the prospectus. It must be made available to investors before the sale of the security commences. It contains the actual offering price, which may have been changed after the registration statement.

What Filing to Use for Specific Information

Auditor Name - 10-K, 20-F, Prospectus, F-10, “S” type, Annual Report

Auditor Opinion - 10-K, 20-F, F-10, Annual Report

Auditor Changes - 8-K

Block Movements - F-10

Compensation Plans (Equity) - F-10

Compensation Plans (Monetary) - Proxy, F-10

Company: Nature of Business - 10-K, 20-F, Prospectus, F-10, “S” type

Company: History - 20-F, Prospectus, “S” type

Company: Organization and Change - 8-K, Prospectus, “S” type

Debt Structure - 10-K, Prospectus - F-10, “S” type, Annual Report

Depreciation and Other Schedules - 10-K, 20-F, Prospectus, F-10, “S” type

Dilution Factors - 10-K, 20-F, Prospectus, F-10, “S” type, Annual Report

Directors, Officers, Insiders: Identification - 20-F, Proxy, Prospectus, F-10, “S” type

Directors, Officers, Insiders: Background - Proxy, Prospectus, “S” type

Directors, Officers, Insiders: Holdings - 20-F, Proxy, Prospectus, F-10, “S” type

Directors, Officers, Insiders: Compensation - 20-F, Proxy, Prospectus, F-10, “S” type

Earnings Per Share - 10-K, 20-F, 10-Q, F-10, Annual Report

Financial Information: Annual Audited - 10-K, 20-F, F-10, “S” type, Annual Report

Financial Information: Interim Audited - 20-F

Financial Information: Interim Unaudited - 10-Q

Foreign Operations - 10-K, Prospectus, F-10, “S” type

Legal Counsel - Prospectus, “S” type

Plants and Properties - 10-K, F-10

Product-Line Breakout - 10-K, Prospectus, “S” type

Securities Structure - 10-K, 20-F, Prospectus, F-10, “S” type

Subsidiaries - 10-K, 20-F, F-10, “S” type

Underwriting - Prospectus, “S” type

Unregistered Securities - “S” type