If someone took over a company they have 10 days from taking ownership to file their forms. Common forms are forms 3, form 4 and for 5. There are other forms that can be filed but the basic rule of thumb from the SEC and FINRA is that the forms have be filed within 10 days. How long has it been?
Insider Transactions and Beneficial Ownership Interest
Corporate insiders — meaning a company's officers and directors, and any beneficial owners of more than ten percent of a class of the company's equity securities registered under Section 12 of the Securities Exchange Act of 1934 - must file with the SEC a statement of ownership regarding those securities. The specific forms are:
Form 3 (initial statement of beneficial ownership)
Form 4 (statement of changes in beneficial ownership)
Form 5 (annual statement of changes in beneficial ownership)
When a person or group of persons acquires beneficial ownership of more than 5% of a class of a company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934, they must file a Schedule 13D with the SEC or the shortened form filed on Schedule 13G.
Shareholder Meetings/Proxy Solicitations
Publicly-traded companies must comply with the SEC’s proxy rules whenever they seek a shareholder vote on corporate matters. When you are researching a company, the proxy statements are useful sources of information about executive compensation and business combinations (proposed or completed).
Issuers file proxy statements on Schedule 14A. If a company chooses not to solicit proxies from its shareholders, it files an information statement on Schedule 14C. In EDGAR, the proxy materials are denoted as the following form types rather than as Schedules 14A or 14C. In most cases, investor will be interested the definitive or final proxy statement, i.e., the “DEF 14” filing.
PRE 14A: preliminary proxy material
PRE 14C: preliminary information statement
PREM14A: preliminary proxy material relating to a merger or acquisition
DEF 14A: definitive proxy materials
DEF 14C: definitive information
DEFM14A: definitive proxy material relating to a merger or acquisition
DEFM14C: Definitive information statement relating to merger or acquisition
DEFR14A: definitive revised proxy materials
Business Combinations
You can find information in EDGAR concerning specific mergers and acquisitions when one or both of the companies involved are subject to the SEC disclosure rules. The SEC rules require disclosures about the proposed merger whether or not it is completed. Detailed information about a proposed merger is found in the proxy statement on Schedule 14A or the information statement on Schedule 14C. When securities are offered as a result of a merger or business combination, these securities must register with the SEC. An issuer may use, for example, a Form S-4, in a merger even when the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired or in an exchange offer for securities of the issuer or another entity.
The filings required by Section 14(d) of the Exchange Act and Regulation 14D provide information to the public about the person making the tender offer. Parties who will own more than five percent of a class of the company’s securities after making a tender offer for securities registered under the Exchange Act must file a Schedule TO with the SEC. The company that is the subject of the takeover must file with the SEC its response to the tender offer on Schedule 14D-9. Note that prior to January 24, 2000, information concerning issuer tender offers was disclosed on Form Schedule 13E-4 and third party tender offers were disclosed on Form 14D-1.
Issuers must file documents relating to merger agreements. For example, an issuer must announce a definitive merger agreement on Form 8-K. Material information about the merger, including the agreement itself, will be included as exhibits to the Form 8-K or subsequent quarterly report filed on Form 10-Q. However, schedules to a merger agreement may not be part of the exhibit if they are not considered material to investors.
Initial Public Offerings
Companies making initial public offerings of securities must file registration statements with the SEC. Registrations statements under the Securities Act of 1933 for domestic issuers are on form types beginning S- and F- for foreign issuers. Offering documents, known as prospectuses are also filed with the SEC. Prospectuses are usually part of a registration statement or may be supplemental documents. EDGAR designates prospectuses as form types424, 425 and other forms reflecting the rule under which the prospectus was filed.
Beginning in December 2005, certain registrants can file with the SEC a “free-writing prospectus.” Free-writing prospectuses are EDGAR form-types “FWP.” A free-writing prospectus is any written communication other than a statutory prospectus that satisfies the regulatory requirements for prospectuses. A free writing prospectus may include written communications thabut constitute offers to sell securities in the form of e-mails, faxes, term sheets, recorded electronic road shows, and other written communications that are or will be the subject of a registration statement, if specified conditions are met.
AI
