What is Form 8-K?
Form 8-K is the form on which public companies report, on a current basis, the occurrence of significant events. A reportable event is a transaction or occurrence of major significance.
Who must file Form 8-K?
All U.S. “reporting” companies are responsible for filing Forms 8-K. Foreign issuers that report in the United States use a Form 6-K, which has different requirements.
Under what circumstances must a Form 8-K be filed?
Form 8-K identifies events that require the filing of a Form 8-K with the Securities and Exchange Commission (the “SEC”) and provides detailed instructions for filing. The following is a list of the events that trigger a filing, along with the corresponding Section and Item references from Form 8-K:
SECTION 1 — REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a Material Definitive Agreement. •
- See “What makes an agreement “material” and “definitive” for purposes of Items 1.01 and 1.02 of Form 8-K?” below for a discussion of the determination of a “material definitive agreement.”
- Many agreements requiring board or shareholder approval would be filed under this Item.
- Filing the agreement itself as an exhibit to the Form 8-K is encouraged but not required. If the agreement is not filed as an exhibit to the Form 8-K, it will be required to be filed with the registrant’s periodic report (e.g., its Form 10-Q or Form 10-K) relating to the period in which the agreement was entered into.
- Material employment or other compensatory agreements are usually reported under Item 5.02 rather than Item 1.01. Item 5.02 does not require the filing of the applicable agreement, but such agreements may be required to be filed with a periodic report pursuant to Item 601(b)(10) of Regulation S-K.