InterDigital Inc (IDCC)

[rmarchma]

Nessco re disclosure of agreements you said:

...."Wouldn't any agreement implied or any other kind have to be disclosed."

Any legal "material definitive agreement" would have to be disclosed in an 8-K Item 1.01 within 4 business days after the agreement is entered into. Therefore not all agreements have to be disclosed, only those that are considered material. There could arise a question regarding when to disclose an agreement, with a contigency clause that had not yet been triggered, and it is the contingency clause which establishes the material amount. However, it appears that the SEC even wants these contingent material contracts disclosed. An excerpt from a legal article on Item 1.01 Entry into a Material Definitive Agreement disclosures as follows:

...."An agreement may be "definitive" for the purposes of this rule, even if it is not definite that the underlying transactions provided for in such agreement will occur. That is, a definitive agreement may be subject to significant closing conditions. Nevertheless, if the agreement is material it must be timely reported on a Form 8-K, even though the obligations may be contingent on conditions that may be outside the reporting company's control.

Because the entry into material definitive agreements must be reported, even if conditional, when negotiating and documenting sensitive agreements, consideration should be given to the relationship between the time when the agreement is entered into and the types of conditions to which the agreement may be subject. For example, to avoid triggering a disclosure obligation at a stage that may be undesirable to the company, parties to contracts may find it desirable to limit conditions subsequent, such as board approval, by satisfying the subject matter of these conditions in advance of signing rather than making the contract contingent. Similarly, parties may prefer to complete all due diligence rather than making a contract subject to a due diligence closing condition in order to avoid a premature reporting obligation."

http://goliath.ecnext.com/coms2/summary_0199-1144601_ITM