8K Filing Requirement?
Someone posted yesterday that according to Talhia, Star did not feel that litigation/settlement created an 8K requirement. Star has a law firm that specializes in SEC matters, so I'm sure that they are complying as necessary.
8Ks are not my strong suit so I did some checking today. I did not see anything that was specifically on point. However, I did find this item that indicates that there may be an SEC provided "safe harbor" on the 8K requirement as long as Star provides full disclosure in the next quarterly report. The info below is from www.smithlaw.com/publications/SecAlert0607041.pdf
Excerpt - (1) The company will be protected from liability under Section 10(b) and Rule 10b-5 for a failure to timely file a Form 8-K under specified item requirements, subject to certain conditions and exceptions.
Because the new filing requirements and shortened filing deadline require management to make a relatively real-time determination regarding the materiality of an event or whether a disclosure obligation has been triggered, the SEC adopted a safe harbor provision from public and private actions under Section 10(b) and Rule 10-5 under the Securities Exchange Act of 1934 for late filings under certain Form 8-K item requirements. The safe harbor applies to Form 8-K reports triggered under:
• Item 1.01—Entry into a material definitive agreement (There are others but they are not germain to this post)
Under the safe harbor, the failure to file a report that is required solely pursuant to the specified item requirements of Form 8-K will not be deemed to be a violation of Section 10(b) and Rule 10b-5. Basically, this means that the failure to timely file itself will not trigger such liability (i.e., on the grounds that the information was required to be disclosed sooner by the form), but the safe harbor will not relieve the company from liability arising under any other duty to disclose the subject information separate from the Form 8-K item requirement. Also, the safe harbor does not cover any material misstatements or omissions contained in a late filing, and such disclosure would continue to be subject to liability under Section 10(b) or Rule 10b-5. The safe harbor extends only to the due date of the next periodic report of the company that would be due after the Form 8-K was required to be filed. This means that if the company fails to file a Form 8-K triggered by one of the items listed above, the company must report the required information in the periodic report covering the period during which the triggering event occurred or the company will no longer be able to rely on the safe harbor for its failure to file the information on Form 8-K.
