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					                                       SECURITIES AND EXCHANGE COMMISSION
                                    FILINGS - OVERVIEW AND FORM DESCRIPTIONS




Contents
The Securities Exchange Act of 1934 (routine periodic filings) ................................................... 1
     Common Filing Types............................................................................................................. 1
     Overview of the Common Forms/Documents ......................................................................... 2
The Securities Act of 1933 (Registration Statements) ................................................................ 3
     Common Filing Types............................................................................................................. 4
Sources...................................................................................................................................... 4



The Securities Exchange Act of 1934 (routine periodic filings)

The Securities and Exchange Commission (“SEC”) is responsible for managing the reporting process for
public companies. All companies whose securities are registered on a national securities exchange, and,
in general, other companies whose total assets exceed $10 million with a class of equity securities held
by 500 or more persons, must register such securities under the 1934 Act.
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 (Quarterly) and 10-K
(Annual), and on current event Form 8-K, as applicable.
SEC filing is a financial statement or other formal document submitted to the SEC. Public companies,
certain insiders, and broker-dealers are required to make regular SEC filings. Investors and financial
professionals rely on these filings for information about companies they are evaluating for investment
purposes. Many, but not all SEC filings are available online through the SEC's EDGAR database.

Common Filing Types
 Form Name               Type                        Review           Description
 F-1                     Foreign                                      Registration statement for certain foreign private issuers.
 Form D                  Other                                        Notice of an exempt offering of securities
                                                                      under Regulation D
 3                       Ownership                                   Initial statement of beneficial ownership (Insider
                                                                      transactions)
 4                       Ownership                                   Statement of changes in beneficial ownership (Insider
                                                                      transactions)
 5                       Ownership                                   Annual statement of changes in beneficial ownership
                                                                      (Insider transactions)
 S-1                     Registration                                 General form of registration statement.
 POS AM                  Registration                                 Post-effective amendments to provide
                                                                      updated prospectus information.
 13D                     Ownership                                    Notification of a holding of 5% or more of any class of a
                                                                      company's shares by a single investor or group working
                                                                      together


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                             SECURITIES AND EXCHANGE COMMISSION
                         FILINGS - OVERVIEW AND FORM DESCRIPTIONS


 Form Name       Type               Review          Description
 144             Registration                       Report of proposed sale of securities.
 20-F            Registration                       Registration of securities of foreign private issuers
                                                    pursuant to section 12(b) or (g).
 ARS             Other                              Annual Report to Security Holders.
 6-K             Foreign                            Report of foreign issuer pursuant to Rules 13a-16 and
                                                    15d-16.
 10-Q            Reporting                         Quarterly report filed pursuant to sections 13 or 15(d).
 10-K            Reporting                         Annual report pursuant to section 13 and 15(d).
 8-K             Reporting                         Interim report which announces any material events or
                                                    corporate changes that occur between 10-Q quarterly
                                                    reports.
 11-K            Reporting                          An annual report of employee stock purchase, savings
                                                    and similar plans.
 14-A            Reporting                         Proxy Statement. Notification of shareholder votes,
                                                    information about the Board of Directors, Board
                                                    compensation, and Executive compensation.

There are almost 400 total different filing form types utilized by the SEC. Most are unlikely to be
relevant to routine investment research and management of the process.

Overview of the Common Forms/Documents
Annual Report to Shareholders.
The Annual Report to Shareholders is the principal document used by most public companies to
disclose corporate information to shareholders. It is typically a “state-of-the-company” report
including an opening letter from the Chief Executive Officer, financial data, results of continuing
operations, market segment information, new product plans, subsidiary activities and research
and development activities on future programs. This is generally a glossy document, wrapped
around aForm 10-K (what is commonly known as a “10K wrap”).
The most widely used 1934 Act registration forms are as follows:
 Form           Type                   Description

 Forms 3, 4     Ownership              Every director, officer or owner of more than ten percent of
 and 5                                 a class of equity securities registered under Section 12 of
                                       the 1934 Act must file with the Commission a statement of
                                       ownership (Beneficial Ownership) regarding such
                                       security. The initial filing is on Form 3 and changes are
                                       reported on Form 4. The Annual Statement of beneficial
                                       ownership of securities is on Form 5. The forms contain
                                       information on the reporting person’s relationship to the
                                       company and on purchases and sales of such equity
                                       securities.

 8-K            Current Report         This is the “current report” that is used to report the


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                            SECURITIES AND EXCHANGE COMMISSION
                         FILINGS - OVERVIEW AND FORM DESCRIPTIONS


 Form            Type                     Description
                                          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
                                          events than would Forms 10-Q or 10-K.

 10-K            Annual Report            This is the annual report that most reporting companies
                                          file with the Commission. It includes audited financial
                                          statements and provides a comprehensive overview of the
                                          registrant’s business. The report typically must be filed
                                          within 75 days after the company’s year-end.

 Proxy           Annual Report            Annual report document intended to provide shareholders
 Statement                                with information necessary to vote in an informed manner
 (Def14A)                                 on matters to be brought up at a stockholders' meeting.
                                          Includes information on closely held shares and beneficial
                                          ownership. Includes information required by the SEC that
                                          must be provided to shareholders who wish to vote for
                                          directors and on other company decisions by proxy.

 10-Q            Quarterly Report         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 first three fiscal quarters of the company’s fiscal
                                          year and is typically due within 40 days of the end of the
                                          quarter.


The Securities Act of 1933 (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.
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 statement 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.




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                           SECURITIES AND EXCHANGE COMMISSION
                        FILINGS - OVERVIEW AND FORM DESCRIPTIONS


Common Filing Types
The most widely used 1933 Act registration forms are as follows:
 Form           Type                   Description

 S-1            Registration           This is the basic registration form. It can be used to
                                       register securities for which no specific other form is
                                       authorized or prescribed, except securities of foreign
                                       governments or political sub-divisions thereof.

 S-4            Registration           This form is used to register securities in connection with
                                       business combinations and exchange offers.

 S-8            Registration           This form is used for the registration of securities to be
                                       offered to an issuer’s employees pursuant to certain plans
                                       (i.e., benefit plans).


Sources

Wikipedia - http://en.wikipedia.org/wiki/SEC_filing
MSNMoney - http://moneycentral.msn.com/investor/sec/filing.asp




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Description: An overview of primary SEC filing documents that summarize the key points any investor should know regarding a company's filing forms.