The Securities and Exchange Commission was created in the '30s, after the 1929 crash to help protect investors. One of the requirements that the SEC instituted to help keep investors informed are the filing requirements. Here's a list of the basic SEC filing requirements and forms.

All public companies are required to file financial documents with the SEC, unless they meet certain exemptions.

Public companies can be exempted from filing the standard SEC forms if they have less than 500 stockholders and less than $10 million in total assets. Exceeding either of these criteria requires them to file.

However, non-filing companies are required to provide shareholders with financial information on request. If you own stock in a non-filing company, you can call them and ask for financial data.

All other companies must file regular reports of all kinds with the SEC. Since 1996, these filings must be made in an SGML coded format in order to be easily stored in the EDGAR database operated by the SEC. There are numerous sources on the Internet for accessing these electronic filings.

S-1 and S-2 forms are the initial filings by a private company that intends to become public. The filing of this form is the first step in an IPO. The forms require disclosure of the current owners of the stock, the past revenue and earnings history, a description of the business plan, all known risks associated with the stock (many of these are boilerplate), and the company's intentions for the capital raised.

S-1's are typically filed first with blanks for such things as the number of shares to be sold and the price. An S-1/A is filed when these "blanks" are known.

A 424A or 424B filing is an amendment to the original S-1 or S-2 filings but which contains a substantial change other than filing in the blanks of the original S-1.

An S-4 filing is used for new securities issued when two existing public companies merge or combine businesses.

10-K The annual financial filing form required of all companies. The 10-K is the single most complete description of a company, with a complete description of all risks and history of the business. The 10-K must be filed within 90 days after the closing of the company's fiscal year.

10-Q The 10-Q is the quarterly filing of financial reports. It often does not have the three-year history of financials as the 10-K does, though some companies include this. The 10-Q must be filed within 45 days of the closing of the quarter. There is no 10-Q for the fourth fiscal quarter, as the 10-K fulfills this function.

Amendments to previously filed 10-Ks and 10-Qs are identified with a "/A" as in 10-K/A.

Whenever a "material" event occurs, the company must file a Form 8-K describing the event and its possible effect on the company's business. By the very nature, 8-K reports have no schedule. A material event includes such things as bankruptcy, a lawsuit, a merger, resignation of a key officer or director, patent denial, or other significant event.

"Insider" is a general term for officers and directors of a company. However, most "insider" rules also apply to shareholders who have more than 10% of the company's stock.

Restricted stock, in general, is stock that has been purchased in any way other than a public offering. There may or may not be actual restrictions imposed by the company or underwriters on how the owner can dispose of the stock (often there are). However, for SEC purposes, restricted stock means stock sold directly by the company to an investor in a privately arranged sale. Exercise of stock options generally does not fall into this category.

Form 144 filings report the proposed sale of any restricted stock. While this includes company insiders, it also includes anyone who owns restricted stock, as defined above, regardless of how many shares.

It is important to note that many "insider" trading reporting agencies list filings of Form 144 by directors and officers, but do not include Form 144 filings by unaffiliated shareholders.

It is also important to note that the filing of a Form 144 does not obligate the filer to sell any or all of the shares listed. The filer has 90 days in which to make the transaction, or portion of it. If the 90 days passes without a transaction, a new Form 144 may be filed.

Form 3 filings state the ownership totals for a new officer, director, or 10% owner.

Form 4 filings state the changes to an insider's holdings when they occur. The Form 4 includes purchases and sales as well as exercise of options, disposition by gift, or other transactions.

Form 5 filings are an annual summation of the Form 4 changes to give an annual summation of the ownership by officers, directors, and 10% owners.

Forms 13D and 13G are used to report positions by large shareholders, defined as any shareholder who owns more than 5% of the outstanding shares.

Form 13D is a required filing by any entity which becomes a 5% holder. This filing must be made at the time (within 10 days) the holder crosses the 5% threshold.

Form 13G is the same form, but used when the person or entity is making the purchase for "investment" only.) Additional purchases by this holder do not have to be reported on Forms 3, 4, or 5, until the holder crosses the 10% threshold.

Robert V. Green