8-k Filing

Who Should Be Concerned With Form 8-k?

Small business owners rejoice! Generally speaking, if you’ve been in business for a while haven’t heard of an 8-k filing, you probably don’t need to be concerned about filing one. Form 8-k filing is a requirement mainly for publicly traded companies. That being said, if your business involves investments or if you are independently interested in the securities market, Form 8-k can be a helpful thing to be familiar with.

Why Is It Important In Business?

Super high level answer: because if you were required to file it and you don’t, you’re going to get in trouble with the government. Why? That leads perfectly to a more in depth answer: the purpose of an 8-k Filing is to disclose certain important corporate events to investors.

When a person buys stock in a public company – be it through mutual funds, their 401K, or individual stock purchase – they’re putting a lot of trust in that company. Without government oversight, that trust is easy to abuse. Form 8-k helps prevent this type of abuse by providing investors a way to see what’s going on with a company they’ve invested in or plan to invest in.

Where Does IT Fit In?

An 8-k Filing is a corporate business filing. As it is the requirement of a Federal agency, its “jurisdiction” can best (although loosely) be characterized as Federal (as opposed to State). An 8-k Filing itself can best be described as a transactional business matter, although a dispute with investors surrounding its contents would be considered litigation.

What Is an 8-k Filing?

An “8-k Filing” or a “Form 8-k” is a corporate document whose filing is mandated by the United States Securities and Exchange Commission (SEC). The form itself can be viewed here. Information regarding the filing compiled by the United States Securities and Exchange Commission can be found here.

When Does It Come Up?

An 8-k filing is distinct from each the quarterly 10-q Filing and the annual 10-k filing in that it is mandated upon the occurrence of certain events. The instructions on the form itself describe the specific events that trigger a public company’s obligation to file. Those events include entry into or exit from a material definitive agreement, bankruptcy or receivership, completion of acquisition or disposition of assets, results of operations and financial condition, unregistered sales of equity securities, and a lot more.

How Do You File a Form 8-k?

If you’re a publicly traded company and you need to file a Form 8-k, you get an attorney who has done lots of them. If you’re an investor looking for one from a specific public company, head over to EDGAR (the SEC’s online database for corporate filings). Additionally, many public companies host an “investors’ section” of their corporate website where these filings are often provided.

Got A Form 8-k Question?

Attorney Chris Mutchler may be able to help. Get in touch with The Law Office of Christopher J. Mutchler. If we can’t help you, we’re more than happy point you in the direction of someone who can!

Christopher J. Mutchler, Esq.
Christopher J. Mutchler, Esq.

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Christopher J. Mutchler
The Law Office of Christopher J. Mutchler | (860) 500-7595 | info@mutchlerlegal.com

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