My non-expert understanding is that just because something is material does not mean it must be disclosed.
Take the following truism: The basic rule against trading on inside information operates with respect to material, nonpublic information. That, by its very terms, absolutely confirms the existence of material information that is not public. Some information rightly should be allowed to remain nonpublic, notwithstanding its materiality, in the absence of a supervening need for disclosure. Trade secrets, for one example. Proprietary data, for another. Secret-sauce recipes. Ultra-quiet propulsion systems for submarines. It is a basher's canard that all material facts must be disclosed to the public, period. The same goes for non-major, albeit material, events.
To be sure, public disclosure can be compelled by extrinsic events. A previous, selective disclosure that unfairly tilts the playing field for investors in violation of Reg FD, for example. One of the devices that Reg FD contemplates to repair an untoward tilt of the playing field is form 8-K. Disclosure also could be compelled by a major event such as entry into a material definitive agreement that is not made in the ordinary course of business (http://www.sec.gov/rules/final/33-8400.htm). But the fact that an event is material does not, by itself, require that it be made public.
It can be instructive to look at the material on the SEC's website about form 8-K. The instructions on form 8-K, itself, describe the criteria for "major events" that shareholders (or others) should know about. The following italicized matter is something of a table of contents for the criteria in the form's instructions. It is extracted from http://www.sec.gov/answers/form8k.htm. The form, itself, is at http://www.sec.gov/about/forms/form8-k.pdf. ================================ The instructions for Form 8-K describe the types of events that trigger a public company's obligation to file a current report, including any of the following:
Section 1 -- Registrant's Business and Operations Item 1.01 Entry into a Material Definitive Agreement Item 1.02 Termination of a Material Definitive Agreement Item 1.03 Bankruptcy or Receivership
Section 2 -- Financial Information Item 2.01 Completion of Acquisition or Disposition of Assets Item 2.02 Results of Operations and Financial Condition 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 Item 2.05 Costs Associated with Exit or Disposal Activities Item 2.06 Material Impairments
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 Item 3.02 Unregistered Sales of Equity Securities Item 3.03 Material Modification to Rights of Security Holders
Section 4 -- Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review
Section 5 -- Corporate Governance and Management Item 5.01 Changes in Control of Registrant Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans Item 5.05 Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics
Section 6 -- Reserved (for future use)
Section 7 -- Regulation FD Disclosure
Section 8 -- Other Events Item 8.01 Other Events (The registrant can use this Item to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders.)
Section 9 -- Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits
Companies have four days to file a Form 8-K for the events specified in the items in Sections 1-5 and 9 above. However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier. ================================
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