Form 8-K is a very broad form used to notify investors in United States public companies of specified events that may be important to shareholders or the United States Securities and Exchange Commission. This is one of the most common types of forms filed with the SEC. After a significant event like bankruptcy or departure of a CEO, a public company generally must file a Current Report on Form 8-K within four business days to provide an update to previously filed quarterly reports on Form 10-Q and/or Annual Reports on Form 10-K. Form 8-K is required to be filed by public companies with the SEC pursuant to the Securities Exchange Act of 1934, as amended. For a list of events that would trigger a Form 8-K to be filed, see the Official SEC Form 8-K Summary, briefly below, and this fully annotated Form 8-K, which contains links to all rules and SEC guidance applicable to the form.
Form 8-K is used to notify investors of a current event. These types of events include:
Signing, amending or terminating material definitive agreements not made in the ordinary course of businessBankruptcies or receivershipsMine shutdowns or violations of mine health and safety lawsConsummation of a material asset acquisition or saleResults of operations and financial conditionCreating certain financial obligations, such as incurrence of material debtTriggering events that accelerate material obligations (such as defaults on a loan)Costs associated with exit or disposal plansLayoffsshutting down a plantmaterial change in services or outletsMaterial impairmentsDelisting from a securities exchange or failing to satisfy listing requirementsUnregistered equity sales (private placements)Modifications to shareholder rightsChange in accountantsDeterminations that previously issued financial statements cannot be relied uponChange in controlSenior officer appointments and departuresDirector elections and departuresAmendments to certificate/articles of incorporation or bylawsChanges in fiscal yearTrading suspension under employee benefit plansAmendments or waivers of code of ethicsChanges in shell company statusResults of shareholder votesDisclosures applicable to issuers of asset-backed securitiesDisclosures necessary to comply with Regulation FDOther material eventsCertain financial statements and other exhibitsInvestors should always read any 8-K filings that are made by companies in which they are invested. These reports are often material to the company, and frequently contain information that will affect the share price.
Typically an 8-K filing will only have two major parts. They are:
The name and description of the event – this contains all the information that the company considers relevant to shareholders and the SEC. It is important to read this information, as it has been deemed "material" by the company.Any exhibits that are relevant – these exhibits may include financial statements, press releases, data tables, or other information that is referenced in the description of the event.