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Simple English definitions for legal terms
Form 8-K
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A quick definition of Form 8-K:
Form 8-K: A report that public companies file with the Securities and Exchange Commission (SEC) to tell people about important changes. Companies file this report whenever something big happens, like buying or selling something important, going bankrupt, or changing who is in charge. The report is one of the most common ones that companies file with the SEC. The report has to include information about what happened and why it's important.
A more thorough explanation:
Form 8-K is a report that public companies file with the Securities and Exchange Commission (SEC) to disclose important changes. Unlike other reports that are filed annually or quarterly, a company files a Form 8-K whenever a significant event happens. This makes the Form 8-K one of the most commonly filed SEC forms.
The SEC Form 8-K Instructions state that a public company must file a Form 8-K when certain events occur. These events include:
- Entering into or ending a significant agreement
- Bankruptcy
- Completing an acquisition or sale of assets
- Changes in financial condition or results of operations
- Unregistered sales of equity securities
- Changes in the company's certifying accountant
- Changes in control of the company
- Changes in or election of directors and officers
- Amendments to articles of incorporation or bylaws
- Submitting matters to a vote of security holders
- Regulation FD disclosure
- Financial statements and exhibits
For example, if a company completes a significant acquisition, it must file a Form 8-K to disclose the details of the acquisition. Similarly, if a company's financial condition changes significantly, it must file a Form 8-K to disclose the change.
Overall, the Form 8-K is an important tool for investors and the public to stay informed about significant events that affect public companies.