As I blogged a while back, the SEC is prioritizing a rulemaking to make quarterly reporting optional in favor of a semi-annual reporting regime. This Cooley Alert – penned by Ali Murata and Michael Bergmann – notes that one collateral consequence of this upcoming rulemaking that has received little attention so far is the potential effect on SEC Form 8-K disclosure.
Here is an excerpt from that Alert:
“Subject to certain exceptions, General Instruction B.3. to Form 8-K provides that, if a registrant has “previously reported” substantially the same information as required by a Form 8-K item, the registrant is not required to disclose the information again on a subsequently filed Form 8-K. For this purpose, “previously reported” means, among other things, that the information was previously reported in a report under Section 13 or 15(d) of the Securities Exchange Act of 1934, including but not limited to a report on Form 10-Q or Form 10-K.
The “previously reported” exception gives issuers the ability to not file a separate, stand-alone Form 8-K by instead disclosing the information in a Form 10-Q, provided the deadline for Form 8-K disclosure (typically four business days following the disclosable event) has not yet expired by the time of the Form 10-Q filing.
Assuming no further or different relief from the 8-K disclosure requirements is provided in connection with any changes to the 10-Q reporting regime, registrants may have more limited ability to rely on the “previously reported” exception to Form 8-K disclosure.”
Authored by
Broc Romanek