| EDGAR (SEC) Descriptions | |
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| The following is a short description of the most common corporate filings made within the SEC, which are hyperlinked to definitions. They are organized as follows: | ||||||||||||||||||||||||||||||||||||
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| Form N-SAR This is a report to the commission filed by registered investment companies on a semi-annual and annual basis, at the end of the corresponding fiscal periods. Unit investment trusts, however, are required to file this form only once a year, at the end of the calendar year. The form contains infomraitoon about the type of fund that is reporting sales charges, 12b-1 fees, sales of shares, identity of various entities providing services to the investment company, portfolio turnover rate, and selected financial information. Interpretive Responsibility: Division of Investment Management | ||||||||||||||||||||||||||||||||||||
| Prospectus The prospectus constitutes Part I of a 1933 Act registration statement. It contains the basic business and financial information on an issuer with respect to ta particular securities offering. Investors may use the prospectus to help appraise the merits of the offering and make educateed investment decisions. A prospectus in its preliminary form is frequently called a "red herring" prospectus and is subject to completion or amendment before the registration statement becomes effective, after which a final prospectus is issued and salse can be consummated. Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel (or) Division of Investment Management | ||||||||||||||||||||||||||||||||||||
| Proxy Solicitation Materials (Regulation 14A/Schedule 14A) State law governs the circumstances under which shareholders are entitled to vote. When a shareholder vote is required and any person solicits proxies with respect to securities registered under Section 12 of the 1934 Act, that person generally is required to furnish a proxy statement containing the information specified by Schedule 14A. The proxy statement is intended to provide ecurity holders with the information necessary to enable them to vote in an informed manner on matters intended to be acted upon at security holders' meetings, whether the traditional annual meetign or a special meeting. Typically, a security holder is also provided with a "proxy card" to authorize designated persons to vote his or her securities on the security holder's behalf in the event the holder does not vote in person at the meeting. Copies of definitive (final) proxy statements and proxy card are filed with the Commission at the time they are sent to security holders. For further information about the applicability of the Commission's proxy rules, see Section 14(a) of the 1934 Act and Regulation 14A. Certain preliminary proxy filings relating to mergers, consolidations, acquisitions and similar matters are non-public upon filing; all other proxy filings are publicly available. Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel | ||||||||||||||||||||||||||||||||||||
| 1933 Act Registration Statements One of the major purposes of the federal securities laws is to require companies making a public offering of securities to disclose material business and financial information in order that investors may make informed investment decisions. The 1933 Act requires issuers to file registration statements with the Commission, setting forth such information, before offering their securities to the public. (See Section 6 of the Securities Act of 1933 for information concerning the "Registration of Securities and Signing of Registration Statement" Section 8 of the Securities Act of 1933 for information on "Taking Effect of Registration Statements and Amendments Thereto.") The registration statement is divided into two parts. Part I is the prospectus. It is distributed to interested investors and others. It contains data to assist in evaluating the securities and to make informed investment decisions. Part II of the registration statements contains information not required to be in the prospectus. This includes information concerning the registrants' expenses of issuance and distribution, indemnification of directors and officers, and recent sales of unregistered securities as well as undertakings and copies of material contracts. (Investment companies file 1933 Act registration statements that are, in many cases, also registration statements under the Investment Company Act of 1940. For descriptions of registration statements filed by these issuers, see the following section.) Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel. (Except for the foreign forms (e.g., F-1 and F-2), for which the Office of International Corporate Finance should be consulted.) The most widely used 1933 Act registration forms are as follows: | ||||||||||||||||||||||||||||||||||||
| S-1 This is the basic registration form. It can be used to register securities for which no other form is authorized or prescribed, except securities of foreign governments or political sub-divisions thereof. | ||||||||||||||||||||||||||||||||||||
| S-2 This is a simplified optional registration form that may be used by companies that have been required to report underr the '34 Act for a minimum of three years and have timely filed all required reports during the 12 calendar months and any portion of the month immediately preceding the filing of the registration statement. Unlike Form S-1, it permits incorporation by reference from the company's annual report to stockholders (or annual report on Form 10-K) and periodic reports. Delivery of these incorporated documents as well as the prospectus to investors may be required. | ||||||||||||||||||||||||||||||||||||
| S-3 This is the most simplified registration form and it may only be used by companies that have been required to report under the '34 Act for a minimum of twelve months and have met the timely filing requirements set forth under Form S-2. Also, the offering and issuer must meet the eligibility tests prescribed by the form. The form maximizes incorporting by reference information from'34 Act filings. | ||||||||||||||||||||||||||||||||||||
| S-4 This form is used to register securities in connection with business combinations and exchange offers. | ||||||||||||||||||||||||||||||||||||
| S-8 This form is used for the registration of securities to be offered to an issuer's employees pursuant to certain plans. | ||||||||||||||||||||||||||||||||||||
| S-11 This form is used to register securities of certain real estate companies, including real estate investment trusts. | ||||||||||||||||||||||||||||||||||||
| SB-1 This form may be used by certain "small business issuers" to register offerings of up to $10 million of securities, provided that the company has not registered more than $10 million in securities offerings during the preceding twelve months. This form requires less detailed information about the issuer's busines than Form S-1. Generally, a "small business issuer" is a U.S. or Canadian company with revenues and public market float less than $25 million. | ||||||||||||||||||||||||||||||||||||
| SB-2 This form may be used by "small business issuers" to register securities to be sold for cash. This form requires less detailed information about the issuer's business than Form S-1. | ||||||||||||||||||||||||||||||||||||
| S-20 This form may be used to register standardized options where the issuer undertakes not to issue, clear, guaranteeor accept an option registered on Form S-20 unless there is a definitive options disclosure document meeting the requirements of Rule 9b-1 of the '34 Act. | ||||||||||||||||||||||||||||||||||||
| Schedule B Schedule B is the registration statement used by foreign governments (or political subdivisions of foreign governments) to register securities. Generally, it contains a description of the country and its government, the terms of the offering, and the uses or proceeds. | ||||||||||||||||||||||||||||||||||||
| F-1 Schedule B is the registration statement used by foreign governments (or political subdivisions of foreign governments) to register securities. Generally, it contains a description of the country and its government, the terms of the offering, and the uses or proceeds. | ||||||||||||||||||||||||||||||||||||
| F-2 This is an optional registration form that may be used by certain foreign private issuers that have an equity float of at least $75 million worldwide or are registering non-convertible investment grade securities or have reported under the '34 Act for a minimum of three years. The form is somewhat shorter than Form F-1 because it uses delivery of filings made by the issuer under the '34 Act, particularly Form 20-F. | ||||||||||||||||||||||||||||||||||||
| F-3 This form may only be used by certain foreign private issuers that have reported under the '34 Act for a minimum of twelve months and that hve a worldwide publicmarket float ofmore than $75 million. The form also may be used by eligible private issuers to register offerings of non-convertible investment grade securities, securities to be sold by selling security holders, or securities to be issued to certain existing security holders. The form allows '34 Act filings to be incorporated by reference. | ||||||||||||||||||||||||||||||||||||
| F-4 This form is used to register securities in connection with business combinations and exchange offers involving foreign private issuers. | ||||||||||||||||||||||||||||||||||||
| F-6 This form is used to register depository shares represented by American Depositary Receipts ("ADRs") issued by a depositary against the deposit of the securities of a foreign issuer. | ||||||||||||||||||||||||||||||||||||
| F-7 This form is used by certain eligible publicly traded Canadian foreign private issuers to register rights offers extended to their U.S. shareholders. Form F-7 acts as a wraparound for the relevant Canadian offering documents. To be registered on Form F-7, the rights must be granted to U.S. shareholders on terms no less favorable than those extended to other shareholders. | ||||||||||||||||||||||||||||||||||||
| F-8 This form may be used by eligible large publicly traded Canadian foreign private issuers to register securities offered in business combinations an exchange offers. Form F-8 acts as a wraparound for the relevant Canadian offering or disclosure documents. The securities must be offered to U.S. shareholders on terms no less favorable than those extended to other holders. | ||||||||||||||||||||||||||||||||||||
| F-9 This form may be used by eligible large publicly traded Canadian foreign private issuers to register non-convertible investment grade securities. Form F-9 acts as a wraparound for the relevant Canadian offering documents. | ||||||||||||||||||||||||||||||||||||
| F-10 This form may be used by eligible largely publicly traded Canadian foreign private issuers to register any securities (except certain derivative securities). Form F-10 acts as a wraparound for the relevant Canadian offering documents. Unlike Forms F-7, F-8, F-9 and F-80, however, Form F-10 requires the Canadian issuer to reconcile its financial statements to U.S. Generally Accepted Accouting Principles ("GAAP"). | ||||||||||||||||||||||||||||||||||||
| F-80 This form may be used by eligible large publicly traded Canadian foreign private issuers to register securities offered in business combinations and exchange offers. Form F-80 acts as a wraparound for the relevant Canadian offering or disclosure documents. The securities must be offered to U.S. holders on terms no less favorable than those extended to other holders. | ||||||||||||||||||||||||||||||||||||
| SR This form is used as a report by first time registrants under the Act of sales of registered securities and use of proceeds therefrom. The form is required at specified periods of time throughout the offering peridod, and a final report is required after the termination of the offering. | ||||||||||||||||||||||||||||||||||||
| Investment Company Registration Statements Investment companies also register their securities under the 1933 Act. However, many of the forms used are also used as registration statements under the Investment Company Act of 1940. Mutual funds, the most common type of registered investment company, make acontinuous offering of their securities and register on Form N1-A, a simplified, three-part form. The prospectus, or Part A, provides a concisee description of the fundamental characteristcis of the initial fund in a way that will assist investors sin making informed decisions about whether to purchae the secuties of the fund. The statement of additional informatioon about he frund which may be of interest to some investors but need not be included in the prospectus. Part C contains other required information and exhibits. Closed-end funds, Unit investment trusts, insurance company separate accounts, business development companies and other registered investment companies register their securities and provide essential information about hem on other registration forms, as listed below. All the forms listed are used for registration under both the 1933 Act and the 1940 Act unless otherwise indicated. Interpretive Responsibility: Division of Investment Management N-1A This form is used to register open-end management investment companies ("mutual funds") N-2 This form is used to register closed-end management investment companies ("closed-end funds") N-3 This form is used to register insurance company separate accounts organized as management investment companies offering variable annuity contracts. N-4 This form is used to register insurance company separate accounts organized as unit investment trusts offering variable annuity contracts. S-6 This form is used to register insurance company separate accounts organized as unit investment trusts offering variable annuity contracts. N-14 This form is used to register securities issued by investment companies in connection with business combinations and mergers (1933 Act only). | ||||||||||||||||||||||||||||||||||||
| Other Securities Act Form: Form 144 This form must be filed as notice of the proposed sale of restricted securities or securities held by an affiliate of the issuer in reliance on Rule 144 when the amount to be sold during any three month period exceeds 500 shares or units or has an aggregate sales price in excess of $10,000. Interpretive Responsibility: Division of Corporation Finance -- Office of Chief Counsel | ||||||||||||||||||||||||||||||||||||
| 1934 Act Registration Statements All companies whose securities are registered on a national securities exchange, and, in general, other companies whose total assets exceed $10,000,000 ($10 million)n with a class of equity securities held by 500 or more persons, must register such securities under the 1934 Act. (See Section 12 of the '34 Act for further information.) This registration establishes a public file containing material financial and business information on the company for use by investors and others, and also creates an obligation on the part of the company to keep such public information current by filing periodic reports on Forms 10-Q and 10-K, and on current event Form 8-K, as applicable. In addition, if registration under the 1934 Act is not required, any issuer who conducts a public offering of securites must file reports for the year in which it conducts the offering (and in subsequent years if the securities are held by more than 300 holders). The most widely used 1934 Act registration forms are as follows: | ||||||||||||||||||||||||||||||||||||
| 10 This is the general form for registration of securities pursuant to section 12(b) or (g) of the '34 Act of classes of securities of issuers for which no other form is prescribed. It requires certain business and financial information about the issuer. 10-SB This is the general form for registration of securities pursuant to Sections 12(b) or(g) of the '34 Act for "small business issuers." This form requires slightly less detailed information about the company's business than Form 10 requires. 8-A This optional short form may be used by companies to register securities under the '34 Act. 8-B This specialized registration form may be used by certain issuers with no securities registered under the '34 Act that succeed to another issuer which had securities so registered at the time of succession. 20-F This is an integrated form used both as a registration statement for purposes of registering securities of qualified foreign private issuers under Section 12 or as an annual report under Section 13(a) or 15(d) of the '34 Act. 40-F This is an integrated form used both as a registration statement to register securities of eligible publicly traded Canadian foreign private issuers or as an annual report for such issuers. It serves as a wraparound for the company's Canadian public reports. Interpretive Responsibility: Division of Corporate Finance - Office of Chief Counsel (Except for Form 20-F, as to which the Office of International Corporate Finance should be consulted.) | ||||||||||||||||||||||||||||||||||||
| Other Exchange Act Forms Form 6-K This report is used by certain foreign private issuers to furnish information: (i) required to be made public in the country of its domicile; (ii) filed with and made public by a foreign stock exchange on which its securities are traded; or (iii) distributed to security holders. The report must be furnished promptly after such material is made public. The form is not considered "filed" for Section 18 liability purspoes. This is the only information furnished by foreign private issuers between annual reports, since such issuers are not required to file on Forms 10-Q or 8-K. Interpretive Responsibility: Division of Corporate Finance - Office of International Corporate Finance Form 8-K This report 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 previously have not been reported by the registrant. It provides more current information on certain specified evetns than would Forms 10-Q or 10-K. Interpretive Responsibility: Division of Corporate Finance - Office of Chief Counsel Form 10-C This report must be filed by an issuer whose securities are quoted on the Nasdaq interdealer quotation system. Reported on the form is any change that exceeds five percent in the number of shares of the class outstanding and any change in the name of the issuer. The report must be filed within ten days of such change. Interpretive Responsibility: Division of Market Regulation - Office of Chief Counsel Form 10-K This is the annual report that most reporting companies file with the Commission It provides a comprehensive overview of the registrant's business. The report must be filed within 90 days after the end of the company's fiscal year. Interpretive Responsibility: Division of Corporate Finance - Office of Chief Counsel Form 10-KSB This is the annual report filed by reporting "small business issuers." It provides a comprehensive overview of the company's business, although its requirements call for slightly less detailed information than required by Form 10-K. The report must be filed within 90 days after the end of the company's fiscal year. Interpretive Responsibility: Division of Corporate Finance - Office of Chief Counsel, Office of Small Business Policy Form 10-Q The form 10-Q is a report filed quarterly by most reporting companies. It includes unaudited financial statements and provides a continuing view of the company's financial position during the year. The report must be filed for each of the three fiscal quarters of the company's fiscal year and is due within 45 days of the close of the quarter. Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel Form 10-QSB The form 10-QSB is filed quarterly by reporting small business leaders. It includes unaudited financial statements and provides a continuing view of the company's financial position and results of operations throughout the year. The report must be filed for each of the first three fiscal quarters and is due within 45 days of the close of the quarter. Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel, Office of Small Business Policy Form 11-K This report is a special annual report for emplooyee stock purchase, savings and similar plans, interests in which constitute securities registered under the 1933 Act. The Form 11-K annual report is required in addition to any other annual report of the issuer of the securities (e.g., a company's annual report to all shareholders or Form 10-K). Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel Form 12b-25 This form is used as notification of late filing by a reporting company that determines that it is unable to file a required periodic report when first due without unreasonable effort or expense. If a company files a Form 12b-25, it is entitled to relief, but must file the required report within five calendar days (for a Form 10-Q or 10-QSB) or within fifteen calendar days (for a Form 10-K, 10-KSB, 20-F, 11-K or N-SAR). Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel Form 13-F This is a quarterly report of equity holdings by institutional invesetment managers having equity assets under management of $100 million or more. Included in this category are certain banks, insurance companies, investment advisers, investment companies, foundations and pensions funds. Interpretive Responsibility: Division of Investment Management - Office of Chief Counsel Form 15 This form is filed by a company as notice of termination of registration under Section 12(g) of the '34 Act, or suspension of the duty to file periodic reports under Sections 13 and 15(d) of the '34 Act. Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel Form 18 This form is used for the registration on a national securities exchange of securities of foreign governments and political subdivisions thereof. Interpretive Responsibility: Division of Corporation Finance - Office of International Corporate Finance Form 18-K This report is used for the annual reports of foreign governments or political subdivisions thereof. Interpretive Responsibility: Division of Corporation Finance - Office of International Corporate Finance Schedule 13D This schedule discloses beneficial ownership of certain registered equity securities. Any person or group of persons who acquire a beneficial ownership of more than 5% of a class of registered equity securities of certain issuers must file a Schedule 13D reporting such acquisition together with certain other information within ten days after such acquisition. Moreover, any material changes in the facts set forth in the Schedule generally precipitates a duty to promptly file an amendment on Schedule 13D. 0 The commission's rules define the term "beneficial owner" to be any person who directly or indirectly shares voting power or investment power (the power to sell the security). Interpretive Responsibility: Division of Corporation Finance - Office of Tender Offers Schedule 13G Schedule 13G is a much abbreviated version of Schedule 13D that is only available for use by a limited category of "persons" (such as banks, broker/dealers, and insurance companies) and even then only when the securities were acquired in the ordinary course of business and not with the purpose or effect of changing or influencing the control of the issuer. Interpretive Responsibility: Division of Corporation Finance - Office of Tender Offers Schedule 13E-3 This schedule must be filed by certain persons engaging in "going private" transactions. The schedule must be filed by any company or an affiliate of a company who engages in a business combination, tender offer, or stock purchase that has the effect of causing a class of the company's equity securities registered under the 1934 Act (1) to be held by fewer than 300 persons, or (2) to be de-listed from a securities exchange or inter-dealer quotation system. The filer must disclose detailed information about the transaction, including whether the filer believes the transaction to be fair. Interpretive Responsibility: Division of Corporation Finance - Office of Tender Offers Schedule 13E-4 This schedule (called an Issuer Tender Offer Statement) must be filed by certain reporting companies that make tender offers for their own securities. In addition, Rule 13e-4 under the 1934 Act imposes additional requirements than an issuer must comply with when making an issuer tender offer. Interpretive Responsibility: Division of Corporation Finance - Office of Tender Offers Schedule 13E-4F This schedule may be used by a Canadian foreign private issuer that makes an issuer tender offer for its equity shares (provided that U.S. holders hold less than 40 percent of the class of shares subject to the offer). It serves as a wraparound for the relevant Canadian disclosure documents. The Canadian issuer must comply with relevant Canadian tender offer regulations. Interpretive Responsibility: Division of Corporation Finance - Office of International Corporate Finance Information Statement (Regulation 14C/Schedule 14 C) Schedule 14C sets forth the disclosure requirements for information statements. Generally, a company with securities registered under Section 12 of the '34 Act must send an information statement to every holder of the registered who is entitled to vote on any matter for which the company is not soliciting proxies. (If the company solicits proxies, Regulation 14C/Schedule 14A may be required.) Interpretive Responsibility: Division of Corporation Finance - Office of Chief Counsel Schedule 14D-1 Any person, other than the issuer itself (see Schedule 13E-4), making a tender offer for certain equity securities registered pursuant to Section 12 of the '34 Act, which offer, if accepted, would cause thatt person to own over 5 percent of that class of the securities, must at the time of the offer file a Schedule 14D-1. This schedule must be filed with the Commission and sent to certain other parties, such as the issuer and any competing bidders. In addition, Regulation 14D sets forth certain requirements that must be complied with in connection with a tender offer. Interpretive Responsibility: Division of Corporation Finance - Office of Tender Offers Schedule 14D-1F Any person making a tender offer of securities of a Canadian foreign private issuer may use this schedule if U.S. holders hold less than 40 percent of class of securities that is the subject of the offer and if the bidder extends the tender offer to U.S. holders on terms that are at least as favorable as those extended to any other holder. The schedule serves as a wraparound for the relevant Canadian disclosure documents. In addition, the tender offer must comply with relevant Canadian requirements. Interpretive Responsibility: Division of Corporation Finance - Office of International Corporate Finance Schedule 14D-9 This schedule must be filed with the Commission when an interested party, such as an issuer, a beneficial owner of securities, or a representative of either, makes a solicitation or recommendation to the shareholders with respect to a tender offer which is subject to Regulation 14D. Interpretive Responsibility: Division of Corporation Finance - Office of Tender Offers Schedule 14D-9F Schedule 14D-9F may be used by a Canadian foreign private issuer or by any of its directors or officers when the issuer is the subject of a tender offer filed on Schedule 14D-1F. The schedule is used to respond to tender offers. The schedule serves as a wraparound for the relevant Canadian disclosure documents. In addition, the filer must comply with all relevant Canadian requirements. Interpretive Responsibility: Division of Corporation Finance - Office of International Corporate Finance | ||||||||||||||||||||||||||||||||||||
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