What is 'SEC Form 8-K12G3'

SEC Form 8-K12G3 is a form that is an initial filing for the notification of securities of successor issuers deemed to register pursuant to Section 12. Section 12 of the Securities Exchange Act of 1934 concerns all of the registration requirements for securities to be listed on an exchange.

BREAKING DOWN 'SEC Form 8-K12G3'

SEC Form 8-K12G3 in general is the "current report" that is used to report the occurrence of any material events or corporate changes, which are of importance to investors or security holders and have not been previously reported by the registrant. It provides more current information than Forms 10-Q or 10-K.

Businesses have four business days to file an 8-K12G3 for most specified items. One exception to this are Regulation Fair Disclosure (FD) requirements in Section 9 in the investor bulletin reporting requirements. Regulation FD requirements may be due earlier than four business days. An organization must determine if the information is material and submit the report to the SEC. The SEC makes the reports available through an electronic data gathering, analysis, and retrieval (EDGAR) platform.

The SEC outlines the various situations that require the usage of Form 8-K12G3. There are nine sections within the investor bulletin. Each of these sections may have anywhere from one to eight subsections.

Events that Require Filing SEC Form 8-K12G3

The SEC requires disclosure for numerous changes relating to a registrant's business and operations. This includes changes to a material definitive agreement or the bankruptcy of an entity. Financial information disclosure requirements include the completion of an acquisition, changes in the financial condition of an entity, disposal activities, and material impairments. Events in which the SEC mandates filing an 8-K12G3 include delisting of stock, failure to meet listing standards, unregistered sales of securities and material modifications to shareholder rights.

An 8-K12G3 is required when a business changes accounting firms used for certification. Changes in corporate governance such as changes in control of the registrant, amendments to the articles of incorporation or bylaws, changes in the fiscal year and amendments to the registrant's code of ethics are also required to be disclosed. It also requires a report upon the election, appointment or departure of a director or certain officer. The use of Form 8-K is required to report changes related to asset-backed securities. Regulation FD requirements are also required.

Form 8-K reports may be issued based on other events up to the company's discretion that the registrant considers to be of importance to security holders.

 

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