Скачать или смотреть Section 2 of Form 8-K

Section 2 of Form 8-K- Any company subject to the reporting requirements of the Securities Exchange Act of 1934, must file periodic reports on Form 8-K. I have been going through the events that trigger such 8-K filing requirement.

Section 2 relates to financial information. Item 2.01 reports the Completion of an Acquisition or Disposition of Assets – In addition to reporting the particular acquisition or disposition transaction, this section triggers the requirement to provide financial statements and information under Regulation S-X, including historical and/or pro forma financial statements. If the report also involves a change of shell status, the financial statements must be included with the initial report under Item 2.01. If the company was not a shell at the time of the acquisition, the financial statements may be filed by amendment within 71 days of the initial 8-K reporting the Item 2.01 event.

Item 2.02 reports the Results of Operations and Financial Conditions – An Item 2.02 filing is triggered by the disclosure of any material non-public financial information about a completed quarter or fiscal year-end. An Item 2.02 disclosure is usually accompanied by a press release, which can be “furnished” and not “filed.” I’ll talk about the difference between furnished and filed later in this Lawcast series. Also, an Item 2.02 filing must be made prior to any associated earnings call.

Item 2.03 reports the Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Company – An example of an off-balance sheet transaction would be one where the company guarantees or lease or other obligation of a third party such as a wholly or partially owned subsidiary.

Item 2.04 reports the Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement – An example would be the default by the primary party to a guaranteed obligation.

Item 2.05 reports Costs Associated with Exit or Disposal Activities – An example would be the termination or closing of a business division or manufacturing plant. Another example would be material write-offs or restructuring costs.

Item 2.06 reports Material Impairments – An example would be a material impairment to the value of assets such as goodwill or investment securities. Another example could be the loss of value to technology inventory due to obsolescence.