Periodic Annual Reports

There are several reports that companies must file, as well as issuers of securities. Most people may find these reports boring, but they do provide much information that the informed investor should know. Here is a few of these reports:

10-K

This report provides a comprehensive overview of the issuer of the security. It must be filed within 90 days after the close of the company’s fiscal year.

Annual Report to Shareholders

The annual report is the principal vehicle that most major companies use to communicate with shareholders. However, it is not a requirement mandated by the SEC, and this lack of rules surrounding this document gives companies considerable discretion in regard to the information contained in an annual report. An investor should realize this when reading an annual report.

In addition to financial information, an annual report can provide details of the business that might not be reflected in other SEC filings, such as marketing plans and forecasts, that shareholders might study.

20-F

This is an annual report/registration statement filed by certain foreign issuers of stocks in the United States. It contains miscellaneous business details of the foreign company. Form 20-F must be filed within six months of the end of the fiscal year.

10-Q

This quarterly report filed by most companies provides an unaudited look at the company’s quarterly financial position. It is a useful reference for an investor to inspect a company during the middle of its fiscal year. Form 10-Q must be filed within 45 days after the close of the fiscal year quarter.

Corporate Changes and Voting Matters

Most of the successful investors know the companies in which they have a stake inside and out. This means keeping up with any changes going on within the company that might have an effect on the price of its stock. The following are additional reports that stockholders should know:

8-K

Form 8-K is an unscheduled report of material events or corporate changes deemed of importance to the shareholders or SEC. Although the form does not have a set filing corresponding to the fiscal year, some of the items of the report are due within five days of the event while others are not due until 15 days after the event.

10-C

Used only by over-the-counter companies, this report is used to file changes in name and amount of NASDAQ-listed securities. Similar in structure to Form 8-K, the 10-C must be filed within 10 days of the change.

Registration of Securities

Registration Statements

Offering registrations are used to register securities for an initial public offering. Part 1 of such a registration is the publication of a preliminary prospectus (commonly referred to as a red herring, a reference to the red writing on the left side of the cover warning that the prospectus is only preliminary). Part 2 of the registration contains information not required in the prospectus, including expenses of issuance and distribution and indemnification of directors and officers.

Trading registrations are filed to permit trading among investors on a securities exchange or in the over-the-counter market. These registrations do not include a prospectus.

Prospectus

After reviewing the offering registration, the SEC chooses whether or not to approve the sale of the security. If the SEC approves the sale, any changes required by the SEC are incorporated into the prospectus. This document must be made available to investors before offering the stock for sale, and it includes the offering price of the stock, which might have changed since the publication of the red herring.

Form 8

This form is used to amend or supplement any 1934 Act report already submitted.

Listing Application

Like the annual report to shareholders, a listing application is not required by the SEC but rather is submitted to the stock exchange (e.g. NYSE or AMEX) to document proposed new listings. It is usually filed at the same time the Form 8 is filed with the SEC.