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Thursday, 05/12/2016 7:45:36 PM

Thursday, May 12, 2016 7:45:36 PM

Post# of 50725
Under what circumstances must a Form 8-K be filed?
Form 8-K identifies events that require the filing of a Form 8-K and provides detailed instructions for filing. The following is a list of the events that trigger a filing, along with the corresponding Section and Item references from Form 8-K




Item 1.02 Termination of a Material Definitive Agreement.
? No Form 8-K needs to be filed if the agreement, even if material, is terminated by its terms.
Item 1.03 Bankruptcy or Receivership.
Section 2 ? Financial Information
Item 2.01 Completion of Acquisition or Disposition of
Assets.
? See the related financial statement requirements under Regulation S-X (historical and/or pro forma financials may be required to be filed).
Item 2.02 Results of Operations and Financial Condition.
? An issuer typically provides its earnings press releases pursuant to this item.
? The material included under Item 2.02 generally should be “furnished,” rather than “filed” (see below for the significance of this distinction).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement.
? This item would typically include instances where a company is no longer in compliance with a covenant under a loan facility or similar agreement.

days after it makes a determination of such an estimate or range of estimates.
? If the determination is made in connection with the preparation, review or audit of financial statements required to be included in the company’s next quarterly or annual report under the Exchange Act, the company is permitted to make the disclosure in that periodic report, so long as the report is filed on a timely basis.
Section 3 ? Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
? A company would use this item to disclose certain events related to its listing on a securities exchange (e.g., The New York Stock Exchange).
? Includes the receipt of a notice regarding material non-compliance with the listing rules.
? No filing is required if the delisting is the result of a conversion or redemption of a security.
? The issuer would file twice: first upon receipt of the first notice from the securities exchange and again upon effectiveness of delisting.
? The filing date is calculated from receipt of notice.
Item 3.02 Unregistered Sales of Equity Securities.
? If the company sells equity securities in a transaction that is not registered under the Securities Act, it would use this item to disclose (i) the date of the sale; (ii) the title and


http://media.mofo.com/files/Uploads/Images/FAQ-Form-8-K.pdf
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