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The SEC Expands and Accelerates Form 8-K Reporting

By Robert L. Kohl and David A. Pentlow
July 29, 2004

On March 11, 2004, the Securities and Exchange Commission (SEC) promulgated final rules that significantly alter the reporting requirements for public companies on Form 8-K. These final rules put into place a series of reforms first proposed in June 2002, and which were given additional momentum by Section 409 of the Sarbanes-Oxley Act of 2002 (SOX), which mandated that the SEC promulgate rules to require disclosure of additional information regarding material changes in the financial condition or operations of an issuer on a “rapid and current basis.” Section 409 of SOX provided additional impetus for the SEC to continue its trend toward a theoretical goal of real-time issuer disclosure, a goal furthered by the advent of two-business-day reporting of insider trading. The four-business-day deadline of the new Form 8-K will considerably increase the pressures on issuers and their advisers to create organized processes which will enable all potential triggering events under the revised form to be identified, evaluated, and processed into appropriate disclosure on an extremely expedited basis.

The proposed 8-K reforms include a number of important new requirements (eight new items in total), as well as expansion of two existing items and the relocation of two items from Forms 10-Q and 10-K into Form 8-K. The new items provide for a four business day filing deadline for most issuers (Form 6-K, for foreign private issuers, has not been amended). All of the new items become effective on Aug. 23, 2004, the date for EDGAR implementation of the new Form 8-K (after which the old form will not be accepted).

Summary of Revised Form 8-K Items

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