|
|
COMPANY & FINANCIAL RECORDS
| |
|
SEC Registration Statements COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: There are several types of registration statements. "Offering" registrations,
filed under the Securities Act of 1933 are used to register securities before
they are offered to investors. "Trading" registrations, filed under the
Securities Exchange Act of 1934, are filed to permit trading among investors on
a securities exchange or in the Over-The-Counter (OTC) market. Companies
filings under the Investment Company Act of 1940 use a simplified three-part
form that includes a prospectus, additional fund information, and other required
information and exhibits.
SECURITIES ACT OF 1933
The registration statement consist of two sections, Part I containing a
preliminary prospectus (a.k.a. "red herring" prospectus), and Part II containing
additional information not required in the prospectus.
The prospectus will normally include: The additional information required in Part II includes: Valid form-types under the 1933 Act includes: SECURITIES EXCHANGE ACT OF 1934
Registrations filed under the Securities Exchange Act of 1934 are filed to
permit trading among investors on a securities exchange or in the
Over-The-Counter (OTC) market. These registration statements do not include a
prospectus.
Valid form-types under the 1934 Act include: INVESTMENT COMPANY ACT OF 1940
Mutual funds, the most common type of registered investment company, make a
continuous offering of their securities and register on simplified, three-part
forms. The prospectus, or Part A, provide a concise description of the
fundamental characteristics of the initial fund in a way that will assist
investors in making informed decisions about whether to purchase the securities
of the fund. Part B contains additional information about the fund which may be
of interest to some investors but need not be included in the prospectus. Part C
contains other required information and exhibits.
Unit investment trusts, insurance company separate accounts, business
development companies and other registered investment companies register their
shares and provide essential information about them on other registration forms.
Valid form-types under the 1940 Act include: REGISTRATION TYPES
SECURITIES ACT OF 1933
S-1 This is the basic registration form. It can be used to register securities
for which no other form is authorized or prescribed; except, securities of
foreign governments or political sub-divisions thereof.
S-2 This is a simplified optional registration form that may be used by
companies which have reported under the 1934 Act for a minimum of three years
and have timely filed all required reports during the 12 calendar months and any
portion of the month immediately preceding the filing of the registration
statement. Unlike Form S-1 because it permits incorporation by reference from
and delivery to the company's annual report to stockholders.
S-3 This is usually the most simplified registration form and it may only be
used by companies which have reported under the 1934 Act for a minimum of three
years and meet the timely filing requirements set forth under Form S-2. Also,
the offering and issuer must meet the stringent qualitative tests prescribed by
the form. The form maximizes incorporating by reference information from the
1934 Act filings.
S-4 This is used to register securities in connection with business
combinations and applies the principles of the integrated disclosure system to
disclosure in the context of mergers and exchange offers.
S-6 This form is used to register securities issued by unit investment trusts
registered under the Investment Company Act of 1940 on Form N-8B-2.
S-8 This form is used for the registration of securities to be offered solely
to an issuer's employees pursuant to certain plans.
S-11 This form is used to register securities of certain real estate companies
including real estate investment trusts.
S-18 This is an optional form to be used by certain "small issuers" for
registration of securities to be sold for an aggregate cash price of $7.5
million or less. It requires somewhat less disclosure than Form S-1.
S-20 This form may be used to register standardized options where the issuer
undertakes not to issue, clear, guarantee or accept an option registered on Form
S-20 unless there is a definitive options disclosure document meeting the
requirements of Rule 9b-1 of the 1934 Act.
F-1 This is the basic registration form authorized for certain foreign private
issuers. It is used to register the securities of those eligible foreign
issuers for which no other more specialized form is authorized or prescribed.
F-2 This is an optional registration form that may be used by certain foreign
private issuers which are world class issuers (i.e. they have an equity float of
at least $300 million worldwide or are registering non-convertible investment
grade debt securities) or have reported under the 1934 Act for a minimum of
three years. The form is somewhat shorter than Form F-1 because it utilizes
filings made by the issuer under the 1934 Act, particularly Form 20-F.
F-3 This form may only be used by certain foreign private issuers which are
both world class issuers and have reported under the 1934 Act for a minimum of
three years. The form makes maximum use of the 1934 Act filings.
F-4 This form is used to register securities in connection with business
combinations involving foreign private registrants and applies the principles of
the integrated disclosure system to disclosure in the context of mergers and
exchange offers.
F-6 This form is used to register depository shares represented by American
Depositary Receipts issued by a depositary against the deposit of the securities
of a foreign issuer.
INVESTMENT COMPANY ACT OF 1940
N-1A This form is used to register open-end management investment companies
("mutual funds").
N-2 This form is used to register closed-end management investment companies.
N-3 This form is used to register insurance company separate accounts organized
as management investment companies offering variable annuity contracts.
N-4 This form is used to register insurance company separate accounts organized
as unit investment trusts offering variable annuity contracts.
Versions
An initial version of each filing will be available within 24 hours of being
filed at the SEC. This version will usually be in a basic format with a limited
table of contents and a limited number of segments. It will be replaced within
a few days by an enhanced version of the filing that will include additional
segments and a more comprehensive table of contents. In some cases, an enhanced
version of the filing will be available within 24 hours of filing.
The segments described below are based on the enhanced version of the filing.
For a list of the segments valid for both basic and enhanced versions of the
filing, refer to the description of the EDGARP file.
PUBLISHER: SEC Prospectuses COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: Typically, several versions of a prospectus will be filed with the SEC, each one
modifying and taking the place of its predecessor, including the preliminary or
so-called "red-herring" prospectus filed with the original registration.
Versions
An initial version of each filing will be available within 24 hours of being
filed at the SEC. This version will usually be in a basic format with a limited
table of contents and a limited number of segments. It will be replaced within
a few days by an enhanced version of the filing that will include additional
segments and a more comprehensive table of contents. In some cases, an enhanced
version of the filing will be available within 24 hours of filing.
The segments described below are based on the enhanced version of the filing.
For a list of the segments valid for both basic and enhanced versions of the
filing, refer to the description of the EDGARP file.
PUBLISHER: SEC Williams Act Filings COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: Prior to the 1960's, corporate takeover attempts had typically involved either
proxy solicitations, regulated under Section 14 of the Securities Exchange Act,
or exchange offers of securities, subject to the registration requirements of
the 1933 Act. However, the proliferation of cash tender offers removed a
substantial number of corporate control contests from the reach of existing
disclosure requirements. The Williams Act was adopted in 1968 to establish
disclosure requirements for the purchase by direct acquisition or tender offer
of substantial blocks of the securities of publicly held companies.
Valid form-types under the Williams Act included in this file are: SCD 13D: SC 13E3: SC 13E4: SCH 13G: SCD 14D1: SC 14D9: Versions
An initial version of each filing will be available within 24 hours of being
filed at the SEC. This version will usually be in a basic format with a limited
table of contents and a limited number of segments. It will be replaced within
a few days by an enhanced version of the filing that will include additional
segments and a more comprehensive table of contents. In some cases, an enhanced
version of the filing will be available within 24 hours of filing.
The segments described below are based on the enhanced version of the filing.
For a list of the segments valid for both basic and enhanced versions of the
filing, refer to the description of the EDGARP file.
PUBLISHER: EXCLUSIONS: Form 4 COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: Each officer, director and 10% or greater beneficial owner in a company is
required to file a Form 4 with the SEC following a transaction in their
company's stock. They must file by the 10th of the month that follows their
transaction; so, for example, any January trade must be reported by February 10.
After the SEC processes these forms (1-2 days), they are released to the Public
Reference Room. The Washington Service receives copies of these forms on the
same day they are released to the public. Each form is read for errors and then
double-keyed into a database.
PUBLISHER: Form 144 COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: their intention to sell restricted stock. These reports include: Any person holding restricted shares, regardless of their affiliation with the
company, is required to file a Form 144 with the SEC prior to selling the
shares. After the form is filed, the shareholder has 90 days in which to sell
the shares. If the shares are not sold after 90 days, the shareholder must
re-file a Form 144 prior to any subsequent sale. When these forms are received
at the SEC, they are processed (usually within 1 day) and released to the Public
Reference Room. The Washington Service receives copies of these forms on the
same day they are released to the public. Each form is read for errors and then
keyed into a database.
People may hold restricted stock for a variety of reasons. Options granted to
insiders may become restricted upon exercise and original investors or
founders or a corporation are often holders of restricted stock. The
requirement to file a Form 144 filer is not limited to insiders. However, if
the filer is an insider, they will be required to file a Form 4 after the sale.
Form 144 activity is often a precursor to insider activity in a company.
PUBLISHER: SEC EDGARPlus Exhibits COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: Each filing made with the SEC may include a number of exhibits in addition to
the original form (such as Form 10-K). Each of the exhibits is stored in the
EDGARPlus database as a separate document, allowing more focused searching
and retrieval. This file contains exhibits filed as attachments to 10-Ks,
10-Qs, 8-Ks, Proxy Statements, and Registration Statements.
An exhibit may be filed only once with the SEC, but then, by a process of
"incorporation by reference", the same exhibit may be made part of one or
more later filings that require submission of the same document. Most forms
filed with the SEC will contain a filer-provided list of exhibits. Some
of the entries on that list will refer to exhibits filed together with
the form; other entries will refer to exhibits filed at an earlier date.
Every exhibit filed with the SEC, regardless of the form type, is identified
according to a standard naming convention, e.g. Exhibit 1. Underwriting
Agreement. For a complete list of form-types and exhibit names accepted
by EDGAR, see SPECIAL-CHAR: section of this document.
PUBLISHER: EXCLUSIONS: Zacks Investment Research, Inc. Consensus Earnings Projections COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: The estimates are the key element of the Icarus database published by Zacks
since 1978 and widely used by institutional investors to complement brokerage
house research. The information provided in the EARN file is derived from the
same statistical data used to compile the Icarus database.
For each company, Zacks provides EPS information for the next quarter, for the
current fiscal year, for the next fiscal year and for the five years'
cumulative EPS growth rate. The reports also show how many analysts
participated in the estimates and the standard deviation from average
estimates.
PUBLISHER: Vickers Securities Report COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: Vickers Securities Report information is extracted from various Securities and
Exchange Commission filings including 13Fs, 13Ds, Form 4s and Form 144s.
Vickers Stock Research Corporation augments these sources with its own survey of
institutions.
Vickers Securities Report provides the securities industry, institutional
investors and corporate officers access to useful securities trading and
ownership information. More than 10,000 common and preferred stocks are cross
referenced by Vickers Institutional Holdings (VICINS), which contains the
transactions and holdings of more than 4600 institutions.
PUBLISHER: Vickers Institutional Holdings COVERAGE: FREQUENCY: UPDATE-SCHEDULE: HIER-LOC: CONTENT-SUMMARY: Vickers Institutional Holdings provides the securities industry, institutional
investors and corporate officers access to securities trading and ownership
information. More than 4,600 institutional holdings are cross referenced by
Vickers Securities Report (VICSEC), which contains security information for
more than 10,000 common and preferred stocks.
PUBLISHER: Stock Reports, Combined HIER-LOC: CONTENT-SUMMARY: COMPLETE FILE: Nelson's Consensus Earnings Estimates COVERAGE: FREQUENCY: | |