SEC's New Disclosure Rules

On March 16, 2004, the Securities and Exchange Commission issued final rules amending Form 8-K to increase significantly the number of events that trigger the requirement to file and shorten the deadline for filing (17 CFR 228, 229, 230, 239, 240 and 249. See, SEC Release nos. 33-8400; 34-49424. A copy of the Release can be obtained from the SEC's Web site at http://www.sec.gov/). The new rules became effective on Aug. 23, 2004 and significantly expand the filing and disclosure requirements applicable to public companies with respect to mergers and acquisitions and other material transactions. The rules are another in a long series of measures adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002 and are intended to improve the dissemination of information regarding public companies to investors in a timely manner.

As many readers are aware, in addition to quarterly and annual reports, public companies are required to file “current” reports on Form 8-K disclosing the occurrence of certain material events. Historically, the filing of a Form 8-K was required upon the occurrence of a relatively short list of events (eg, a change in control, the acquisition or disposition of significant assets, bankruptcy, etc.). In addition, a so-called “Item 5″ Form 8-K could be filed voluntarily to report any other matter deemed important to security holders by the issuer. Transactions typically implicated Form 8-K in one of several ways. For example, an acquisition or disposition which met the relevant size test would require a filing pursuant to Item 2 of the pre-amended Form 8-K within 15 days after closing of the transaction. In addition, while not technically required, most public companies generally filed an Item 5 8-K upon entering into an agreement with respect to a material transaction.