Researching Public Companies Through EDGAR: A Guide for Investors
July 18, 2007
The SEC’s EDGAR database provides free public access to corporate information, allowing you to quickly research a company’s financial information and operations by reviewing registration statements, prospectuses and periodic reports filed on Forms 10-K and 10-Q. You also can find information about recent corporate events reported on Form 8-K but that a company does not have to disclose to investors.
EDGAR also provides access to comment and response letters relating to disclosure filings made after August 1, 2004, and reviewed by either the Division of Corporation Finance or the Division of Investment Management. On May 22, 2006, the staffs of the Divisions of Corporation Finance and Investment Management began to use the EDGAR system to issue notifications of effectiveness for Securities Act registration statements and post-effective amendments, other than those that become effective automatically by law. These notifications will be posted to the EDGAR system the morning after a filing is determined to be effective.
We currently are making enhancements to EDGAR. You can check our EDGAR Search Updates for the most recent changes. The SEC also is committed to transforming the EDGAR database from a form-based electronic filing cabinet to a dynamic real-time search tool with interactive capabilities using XBRL computer language.
To use EDGAR most effectively, you should know which categories of information appear in which SEC filings and which search methods will work best. You also should understand the system’s limitations. In this guide, you’ll find tips for using EDGAR and answers to frequently asked questions about researching public companies. We also include in the FAQs, a description of available mutual fund and variable insurance product searches
Organization of this Guide
- EDGAR Overview
- How to Use EDGAR
- Understanding EDGAR Search Results
- Limitations of EDGAR Searches
- Information About Publicly-Traded Companies
- Executive Compensation
- Insider Transactions
- Business Combinations
- Initial Public Offerings
- Information About a Company’s Auditors
- Researching Mutual Funds and Variable Insurance Products
- How to Use EDGAR
Our Quick EDGAR Tutorial explains the available searches. Most investors will use the Companies & Other Filers Search. When using this search, you should use the name of the company as reported on the SEC filings rather than its common name. For example, to search IBM’s filings, you should type in “International Business Machines.” In the alternative, you can use the EDGAR Full-Text Search. This search engine allows you to search the full text of EDGAR filings from the last four years.
EDGAR Full-Text Search allows you to enter a keyword or conceptual search query and retrieve a list of filings with summaries from the database engines on that keyword or subject. EDGAR Full-Text search makes use of conceptual search technologies that provide capabilities similar to natural language processing and thus avoids many of the limitations of simple keyword searches. We have prepared FAQs that explain in detail how to use this search engine.
For documents older than four years (or in lieu of the Full-Text Search), you can use key words or phrases to search all header fields (including addresses) in all filings in the EDGAR database. The Historical Edgar Archives Search allows the flexibility of searching for specific information in these headers to locate filings. The header searches are useful when you are trying, for example, to find all issuers who filed a specific form during a specified time period.
EDGAR search results appear as a list of filings, beginning with the most recent. The filings are identified by EDGAR form types. You will have to review the individual filings for specific disclosures. You also will have to check subsequent filings for any amendments or other changes to the filings, including any restatements to the company’s financial statements.
EDGAR has certain search limitations. For example, you cannot compare the disclosures within specific filings — whether or not the filings were made by the same company. EDGAR does not provide notice that a specific filing was subsequently amended or withdrawn. Prior to May 22, 2006, EDGAR did not identify the date that a registration statement became “effective.” EDGAR does not provide a total number of publicly-traded companies; nor does it allow a search for the total number of issuers listed or quoted in a particular market. Different EDGAR searches have different limits for the number of documents returned in response to the query.
Once you have found the SEC filings for a particular company, you will need to understand what information is included in a particular form. Below we identify commonly-requested information about a company and some of the forms in which the information can be found.
The SEC requires public companies to disclose meaningful financial and other information to the public, which provides a public source for all investors to use to judge for themselves if a company's securities are a good investment. You can locate financial information in the following filings for public companies other than mutual funds:
- Form 10-Q (contains unaudited quarterly financial statements)
- Form 10-K (contains audited annual financial statements)
- Form 8-K (current information including preliminary earnings announcements)
- Registration statements including Form S-1 (general registration statement under the Securities Act of 1933,used for new issuers) and Form F-6 (registration statement used by foreign issuers of American Depositary Receipts)
For an introduction to a company’s financial statements, please read our Beginner’s Guide to Financial Statements.
Individuals researching a company can find both qualitative and quantitative disclosures in SEC filings. You can find many of the SEC’s disclosure requirements in Regulation S-K, Regulation S-B, and Regulation S-X. For example, Item 303 of Regulation S-K and S-B address management’s discussion and analysis (“MD&A”) of the company’s financial condition and results of operation. In addition to the “base” document”, issuers may provide certain information as exhibits to SEC filings. Item 601 of Regulation S-K and Item 601 of Regulation S-B include information about exhibits to SEC filings.
Several types of SEC filings include information about the company's executive compensation policies and practices. You can locate information about executive pay in:
- Schedule 14A (annual proxy statement)
- Form 10-K (audited annual report)
- Registration statements filed by the issuer
- Form 8-K (current company information)
The SEC adopted changes to the executive compensation disclosure provisions in 2006.
Insider Transactions and Beneficial Ownership Interest
Corporate insiders — meaning a company's officers and directors, and any beneficial owners of more than ten percent of a class of the company's equity securities registered under Section 12 of the Securities Exchange Act of 1934 - must file with the SEC a statement of ownership regarding those securities. The specific forms are:
- Form 3 (initial statement of beneficial ownership)
- Form 4 (statement of changes in beneficial ownership)
- Form 5 (annual statement of changes in beneficial ownership)
When a person or group of persons acquires beneficial ownership of more than 5% of a class of a company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934, they must file a Schedule 13D with the SEC or the shortened form filed on Schedule 13G.
Shareholder Meetings/Proxy Solicitations
Publicly-traded companies must comply with the SEC’s proxy rules whenever they seek a shareholder vote on corporate matters. When you are researching a company, the proxy statements are useful sources of information about executive compensation and business combinations (proposed or completed).
Issuers file proxy statements on Schedule 14A. If a company chooses not to solicit proxies from its shareholders, it files an information statement on Schedule 14C. In EDGAR, the proxy materials are denoted as the following form types rather than as Schedules 14A or 14C. In most cases, investor will be interested the definitive or final proxy statement, i.e., the “DEF 14” filing.
- PRE 14A: preliminary proxy material
- PRE 14C: preliminary information statement
- PREM14A: preliminary proxy material relating to a merger or acquisition
- DEF 14A: definitive proxy materials
- DEF 14C: definitive information
- DEFM14A: definitive proxy material relating to a merger or acquisition
- DEFM14C: Definitive information statement relating to merger or acquisition
- DEFR14A: definitive revised proxy materials
You can find information in EDGAR concerning specific mergers and acquisitions when one or both of the companies involved are subject to the SEC disclosure rules. The SEC rules require disclosures about the proposed merger whether or not it is completed. Detailed information about a proposed merger is found in the proxy statement on Schedule 14A or the information statement on Schedule 14C. When securities are offered as a result of a merger or business combination, these securities must register with the SEC. An issuer may use, for example, a Form S-4, in a merger even when the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired or in an exchange offer for securities of the issuer or another entity.
The filings required by Section 14(d) of the Exchange Act and Regulation 14D provide information to the public about the person making the tender offer. Parties who will own more than five percent of a class of the company’s securities after making a tender offer for securities registered under the Exchange Act must file a Schedule TO with the SEC. The company that is the subject of the takeover must file with the SEC its response to the tender offer on Schedule 14D-9. Note that prior to January 24, 2000, information concerning issuer tender offers was disclosed on Form Schedule 13E-4 and third party tender offers were disclosed on Form 14D-1.
Issuers must file documents relating to merger agreements. For example, an issuer must announce a definitive merger agreement on Form 8-K. Material information about the merger, including the agreement itself, will be included as exhibits to the Form 8-K or subsequent quarterly report filed on Form 10-Q. However, schedules to a merger agreement may not be part of the exhibit if they are not considered material to investors.
Initial Public Offerings
Companies making initial public offerings of securities must file registration statements with the SEC. Registrations statements under the Securities Act of 1933 for domestic issuers are on form types beginning S- and F- for foreign issuers. Offering documents, known as prospectuses are also filed with the SEC. Prospectuses are usually part of a registration statement or may be supplemental documents. EDGAR designates prospectuses as form types 424, 425 and other forms reflecting the rule under which the prospectus was filed.
Beginning in December 2005, certain registrants can file with the SEC a “free-writing prospectus.” Free-writing prospectuses are EDGAR form-types “FWP.” A free-writing prospectus is any written communication other than a statutory prospectus that satisfies the regulatory requirements for prospectuses. A free writing prospectus may include written communications that constitute offers to sell securities in the form of e-mails, faxes, term sheets, recorded electronic road shows, and other written communications that are or will be the subject of a registration statement, if specified conditions are met.
An SEC reporting company that has filed a petition for bankruptcy must disclose this information in Item 1.03 of Form 8-K. Prior to August 23, 2004, the company disclosed this information in Item 3 of Form 8-K. The company also must disclose any confirmed liquidation or reorganization plan that has been confirmed by the Court. If a company has filed for Chapter 11 reorganization, subsequent 8-Ks may disclosure the reorganization plan and the date on which the company intends to emerge from bankruptcy. Investors should look at the reorganization plan for information about whether the common stock of the company is likely to be canceled.
You must use the company’s name as reported on the SEC filings when searching EDGAR. The general searches for companies require that you use the name as provided in SEC reports. For example, you should search for IBM as International Business Machines. However, EDGAR uses “Corp” for Corporation or “Inc” for incorporation ( and if a search has no matches, you may want to eliminate the punctuation. In certain instances, where a company’s name includes a first and last name, such as “John Deere”, you may have to search for “Deere John” if you are using the. Company & Other Filers Search.
You may not be able to view all your search matches. Certain searches limit the number of matches. As a result, you may have to refine your searches to obtain all the documents that interest you.
Disclosure requirements have changed since electronic filing was phased in. Since the initiation of EDGAR, disclosure requirements for issuers have changed. Therefore, if you are doing historical research about a company, the information available to you will depend on the disclosure requirements at the time of the event.
Certain types of disclosures do not have to be made unless they are considered to be “material”. In general, “materiality” is determined by whether or not there is a substantial likelihood that a reasonable investor would have considered the information important in making his or her investment or voting decision. You can find many of the SEC’s disclosure requirements in Regulation S-K, Regulation S-B, and Regulation S-X.
Exhibits may be “incorporated by reference.” Not all exhibits identified in a filing may be available through the search result that you are reviewing. This is because exhibits may be “incorporated by reference” when the issuer filed them with earlier SEC filings. If you are interested in seeing these exhibits, you can search for them in prior filings that are themselves available through EDGAR. An issuer’s Form 10-K will include an exhibit index identifying the filing in which the exhibit was provided to the SEC. This information also may be found in an issuer’s Form 10-Q.
Always check to see if a filing has been amended. When reviewing filings, especially registration statements and periodic reports filed on Form 10-K and Form 10-Q, you should check to see if there have been any amended filings by looking for filings types followed by “/A”.
Familiarize yourself with the form types used in EDGAR. Our website includes a description of form types accepted by Edgar. The tables are organized by the applicable securities laws. For example, registration statements under the Securities Act of 1933 are designated by form types beginning with either S- for domestic issuers and F-for foreign issuers offering securities in the U.S. Prospectuses are designated as form types 424, 425 and other forms reflecting the rule under which the prospectus was filed.
Use full-text and header searches to narrow searches. These searches are useful ways to narrow searches for specific information. For example, although you cannot search for all mergers and acquisitions for a specific period, you can find the appropriate registration statements that can then be individually searched. Similarly, if you are looking for restated financials, you can look for amended Forms 10-Q and 10-K then analyze the reason for the specific amendment. Use the full-text rather than the header search, unless you are looking for information older than four years.
If you use the full-text search to locate all form types filed during a specific period, your results may include other documents as well such as the exhibits to a filing. In addition, you will have to search for amended filings separately. For example, if you search for all Forms S-1 for the past six months, the search results will not include amendments to these filings filed during the same period. You may want to use the header search in this scenario because the search results will exclude documents other than the form type itself.
Printing/Downloading information. If you have any questions about downloading information included in EDGAR filings, please email email@example.com.
1. Can I search EDGAR by ticker symbol?
Yes. However, EDGAR will not retrieve all available tickers. The EDGAR Company Search page states the number of companies that currently can be searched by ticker symbol.
2. Can I search for all SEC registrants in a particular state?
Yes. You can search our EDGAR database for registered companies and other filers by state. Simply use the EDGAR Company Search and type in the state you want in the appropriate box. Please note that this will provide you with the companies whose principal place of business is in that state. If you are looking for a list of registrants incorporated in a specific state, you will have to search the header information.
In the alternative, if you have searched in EDGAR for a particular company, you can then click onto the state code used by that company for a list of all companies doing business in that state. For example, if you search for Dell Inc, you can then search for all SEC registrants and reporting companies located in Texas, by clicking onto the “State location” code “TX”.
3. Can I search for all SEC registrants from a particular country?
Yes. You can search our EDGAR database by substituting a country code for the state abbreviation. You can find a list of current state and country codes on our website. Some country codes have changed since the introduction of EDGAR. You can find a list of past state and country codes on our website as well as a comparison of the older and newer codes on our web page. Searches by state and country codes will return results based on the code used by the filer at the time of the filing.
If you have searched in EDGAR for a specific foreign company, the filer information will include the country code. If you click onto this code, you will be directed to a list of all SEC reporting companies that have used this code. For example, if you search for Nokia Corp, the results will indicate the state code as H9 (Finland). Simply click on the H9 and you will be directed to a list of all reporting companies that use H9 as the country code.
The Division of Corporation Finance’s web page includes lists of International Registered and Reporting Companies for each calendar year dating back to 2000. This information is organized both alphabetically and geographically and also includes summary information based on country of incorporation.
4. Can I search for companies within a particular industry?
Yes, you can find companies that have been assigned a specific Standard Industrial Classification (SIC) code by using the SIC field in the EDGAR Company Search or the Advanced Search option of the Full-Text Search. However, your search results will not include issuers within the same industry that have a different assigned SIC number. Moreover, the SEC uses neither all SIC codes nor the North American Industry Classification System (NAICS) codes adopted by the Office of Management and Budget in 1997.
5. Can I search EDGAR by using a former name of a company?
Yes. Searches by a company’s former name, however, are limited to instances where EDGAR associates the former name of the company with the CIK number. When this occurs, the previous name shows as “formerly” along with the range of filings.
1. Why does more than one result appear when I type in certain company names?
Unless you use the exact name of a company, your search results will include companies whose names are similar to the company you are researching. An exception to this is when you use the mutual fund and variable insurance product searches for filings from February 6, 2006 or later.
2. What is a CIK number?
CIK numbers are unique identifiers that the SEC assigns to all entities and individuals that file disclosure documents. As noted in the EDGAR tutorial, you can search EDGAR by CIK number as well as by company name. You can identify a company's CIK number by using the EDGAR Central Index Key (CIK) Lookup. You do not need to include the leading zeros when typing in the CIK number.
3. What is an accession number?
The accession number is a unique number that EDGAR assigns to each submission as the submission is received. You cannot use accession numbers to filter for types of filings.
4. Where can I find a description of SEC form types?
Our website includes a description of form types that are filed through EDGAR. This table is organized by the statute that requires its use. For example, forms used by mutual funds would be included in the table of Investment Company submission types. Proxy material and periodic reports of SEC registrants can be found in the table for forms required by the Securities Exchange Act of 1934.
5. Can I limit my search results to certain form types filed by a specific company?
Yes. If you are using the Companies & Other Filers Search, after EDGAR returns the results for your search, you can narrow your search by form type or year.
To limit filing results, enter
form type or date (as 2002/05/23).
If you are doing a Full-Text Search, the Advanced Search option allows you to narrow your search by form type. However, the search results may include additional documents such as exhibits to specific filings.
6. The Companies & Other Filers Search has returned the results for the company that I searched. What is the difference between the [text] files and the [html] files?
EDGAR provides you with two options for reviewing files, [text] or [html] when using the Companies & Other Filers Search. If you choose the [text] option, you will see the form exactly as filed, in ASCII text format, including the header information. Note that a raw text filing may contain html coding so that some or all of the document and exhibits may display as html; in the case of some filings, the tags may be xml. In this case, the text filing will be difficult to read, the html version will be more helpful. If you choose [html], you can choose to view the entire submission, the filing without the header information, or individually the exhibits filed or furnished with the filing.
Note that if you choose the [html] option, you may be given the choice of viewing an html version of the form or the complete submission. When you have the [html] option, the complete submission link is identical to the [text] format.
7. What do the exhibit numbers mean?
SEC registrants follow a numbering convention to identify Exhibit types for certain SEC forms. Item 601 of Regulation S-K and Item 601 of Regulation S-B include descriptions of the exhibit types and a table identifying what forms must include the specific exhibits. These exhibits include:
- Exhibit 2: Plan of acquisition, reorganization, arrangement, liquidation, or succession
- Exhibit 3: Articles of incorporation or by-laws
- Exhibit 10: Material Contracts
- Exhibit 14: Code of Ethics
- Exhibit 21: Subsidiaries
- Exhibit 99: Additional exhibits, often press releases filed on Form 8-K
- Exhibits 31 and 32: CEO and CFO certifications of quarterly and annual reports as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002
The examples provided above are all filings that are filed with the Form 10-K (as well as other filings.).
1. What are some of the limitations on my ability to search for information through EDGAR?
You cannot search EDGAR by type of securities offering. For example, you cannot obtain a list of all preferred warrants offerings. You also cannot search for the securities that are offered on a specific securities exchange or other securities market.
EDGAR does not include information about private placements or other exempted offerings, including off-shore offerings. Although the EDGAR database may include a reference to a paper filing on Form D, copies of the Form is available only in hard copy.
The Full-Text Search currently is limited to filings from the past four years. Your search results when using the Full-Text search will include both filings and exhibits. In contrast, the Companies & Other Filers Search requires that you first locate the filing for which the exhibit was provided. This may require you to search through several older filings of the issuer before you find the information that you are seeking. If you are looking for exhibits incorporated by reference that were not originally filed through EDGAR, you will have to request a paper copy from us.
2. How do I find out if a registration statement has gone effective?
On May 22, 2006, the staffs of the Divisions of Corporation Finance and Investment Management began to use the EDGAR system to issue notifications of effectiveness for Securities Act registration statements and post-effective amendments, other than those that become effective automatically by law. These notifications will be posted to the EDGAR system the morning after a filing is determined to be effective as form type “EFFECT.” Certain registration statements become effective upon filing with the Commission. Therefore, you should check the instructions to a specific registration form for information concerning how and when a particular filing may become effective.
You can submit a request for a copy of a paper filing if you would like to know when the SEC declared an older registration statement effective. You also can check with the individual issuer for effective registration dates.
If you want to find out when a security will be listed on an exchange, you will have to contact the issuer itself. You also may be able to find the information on the website of the exchange or market where the security will be listed or quoted.
3. How do I know if an issuer subsequently amended a filing?
A specific EDGAR entry does not indicate whether or not the issuer later amended the filing. EDGAR users, therefore, should review other search results for filing types marked as “/A.”
4. Can I compare a company’s filings?
No. EDGAR does not allow you to compare different years of a specific filing or subsequent amendments to an original filing. Similarly, if a company’s filing is amended, EDGAR does not highlight the specific amendment. However, XBRL tagging may change this.
1. Where can I find a company’s financial statements and information about its operations?
Companies making a new offering of securities must disclose information about the company’s financial condition and its operations in a registration statement. This information also is disclosed in the prospectus or offering document (but issuers using Form S-3 and Form S-8 can incorporate financial information by reference). Both the registration statements and the prospectuses are available in EDGAR. Since December 2005, reporting issuers that are current in filing their Securities Exchange Act of 1934 reports can incorporate by reference previously filed Exchange Act reports and other materials into a Securities Act of 1933 registration statement on Form S-1 or Form F-1.
The annual report filed on Form 10-K is the primary document you can use to research a company’s financial condition and its operations. The Form 10-K includes audited financial statements, a discussion of products and services, a review of operations, management discussion and analysis, and a discussion of the company’s major markets. The condensed financial statements included in the filings provide the company’s assets, liabilities and earnings per share. Since the passage of the Sarbanes-Oxley Act of 2002, an issuer must include certifications from the issuer’s CFO and CEO concerning the accuracy of the Form 10-K (and Form 10-Q as well). These certifications (the Sections 302 and 906 certifications) generally are attached to the filings as Exhibits 31 and 32.
The quarterly reports filed on Form 10-Q will include unaudited financial statements as well as additional information about the company’s current financial position and operations.
2. Where can I find market information about a company, including market risk?
The primary sources for market information are the registration statements, prospectuses and annual reports filed on Form 10-K. In addition to providing a description of the class of securities, these documents will disclose:
- The primary market(s) where the security is traded. If there is no established public trading market, the issuer will make a statement to that effect.
- Market price information. Although the SEC filings will not provide you with current price information, you can find the high and low sale prices for exchange-listed stock or the range of high and low bid information for securities listed on Nasdaq or another market. The time period covered will be each full quarterly period within the two most recent fiscal years and any subsequent interim period for which the issuer included financial statements in the filing. Market prices (and dividend information) will be adjusted to give retroactive effect to material changes arising from stock dividends, stock splits and reverse stock splits.
- Dividend information. You can find information on the frequency and amount of any cash dividends declared on each class of security for two most recent fiscal years and any subsequent interim period for which financial statements were presented. Companies that have not previously paid dividends may disclose information about whether they intend to pay dividends in the foreseeable future. Companies that have a history of paying dividends may make disclosures about their future intentions as well.
- Securities holders. The filings will include the approximate number of holders of each class of common equity of the registrant.
3. Where can I find information about a company’s business (including segments)?
Registration statements, prospectuses, and the periodic reports filed on Form 10-K and Form 10-Q will provide a general description of a registrant’s business, its subsidiaries, and any predecessors over a five year period (or less if the company has not been in operation for five years). The filings will disclose:
- The year the company was organized.
- The company’s form of organization.
- Principal products produced, the principal markets for the products, and the methods of distribution
- Number of employees and anticipated material changes in the number of employees in various departments.
- Competitive Conditions.
- Research and Development.
4. Where can I find information about a company’s legal proceedings?
Information concerning material pending legal proceedings other than “ordinary routine litigation incidental to the company’s business” must be disclosed in the company’s registration statements and periodic reports filed on Form 10-K and Form 10-Q. In general, claims for damages do not have to be disclosed if the amount, exclusive of interest and costs, does not exceed 10 percent of the registrant’s current assts. However, the issuer must disclose information concerning any material bankruptcy, receivership, or similar proceeding (including those involving a subsidiary). Under current rules, a company also must disclose the filing of a bankruptcy petition on Form 8-K (Item 1.03) four days after the event.
5. Where can I find a company’s articles of incorporation and by-laws?
Although they may be incorporated by reference, you can find a company’s articles of incorporation and by-laws in Exhibit 3 to registration statements filed on Forms S-1, S-4, S-11, F-1, F-4, 10, and periodic reports filed on Form 10-K and Form 10-Q.
6. Where can I find a list of a company’s officers and directors?
Registration statements and periodic reports filed on Form 10-K and Form 10-Q include the names and background information about the registrant’s executive officers and directors. An issuer may incorporate this information by reference to either the proxy materials or to the annual reports to shareholders. A company must disclose the resignation of a board member in Item 5.02 of Form 8-K (prior to August 23, 2004, these changes were disclosed in Item 6 of Form 8-K).
7. Where can I find a list of a company’s subsidiaries?
8. What types of “material contracts” must an issuer file as Exhibit 10 to a registration statement or periodic report?
- Asset Purchase Agreements
- Bridge Loan Agreements
- Cash Bonus Plans
- Director Fee Agreements
- Director Indemnification Plans
- Employment Agreements
- Executive Compensation Plans and Incentive Plans
- Financial Services Agreements
- Joint Venture Agreements
- Lease Agreements
- Letters of Intent
- License Agreements
- Pension Plans
- Profit Sharing Plans
- Purchase Agreements
- Stock Option Agreements
- Stock Purchase Agreements
- Termination Agreements
1. Where can I find information about the compensation of a company’s officers?
Our “Fast Answer” entitled Executive Compensation describes the types of executive compensation and where disclosures are made in SEC filings.
The easiest place to look up information on executive pay is the annual proxy statement. Definitive proxy materials generally are identified in EDGAR as form types DEF 14A. For filings in compliance with the changes to the disclosure provisions adopted in 2006, investors should look at the Summary Compensation Table and the Compensation Discussion and Analysis.
1. When must corporate insiders disclose their transactions in the issuer’s securities?
Our “Fast Answer” on Forms 3, 4 and 5, describes the disclosure requirements for corporate insiders. In general, changes in ownership are reported on Form 4 and must be reported to the SEC within two business days (this reporting time frame became effective on August 29, 2002).
2. Can I search for insider transactions by the individual’s name?
Yes. You can search the EDGAR database by typing in the individual’s last name and first name in the box marked company in the Companies and other Filers search page. You also can search by the individual’s CIK number
3. Must all corporate officers disclose their transactions?
No. Rule 16a-1(f) defines who is an “officer” for purposes of filing Forms 3, 4, and 5. These individuals include, but are not limited to, the issuer’s president, principal financial officer, principal accounting officer, and the vice-presidents of the issuer’s principal business units or divisions.
4. Can I search EDGAR only for insider forms?
Yes. You can limit a search to the insider transaction forms by clicking the radio button marked “only.”
5. Can I find a list of all insider transactions for a specific time period?
Yes. In addition to doing a header search by form type and date, you can find insider transaction reports for previous five business days by using the current events analysis. However, you will not be able to limit your search to only Forms 3, 4 and 5.
6. Why can’t I find Forms 3, 4, and 5 filed prior to June 2003?
Prior to June 30, 2003, the SEC did not require that Forms 3, 4 and 5 be filed electronically through EDGAR, although filers had the discretion to do so. You can submit a request for a hard-copy of these manually-filed forms.
1. On what forms do companies file their disclosures about a tender offer, merger or acquisition?
We identify some of the more common filings used in tender offers and mergers and acquisitions in the chart below.
|Tender Offer and Acquisitions||SC TO-I (statement of issuer)(previously SC13E-4), SC TO-T (statement of third party)(previously SC 14D-1); SC TO-C (written communication relating to an issuer or third party) SC14D9, SC 13D, SC 13G, SC 13E4F (foreign issuers)|
|Proxy materials when a shareholder vote is required||PREM14A, DEFM14A|
|Stock offerings resulting from a tender offer or business combination||S-3, S-4, prospectus noted in EDGAR as Form 425|
|Announcements of Certain Agreements and Offers||Current Reports Filed on Form 8-K|
2. Can I obtain a list of companies involved in mergers and acquisitions through EDGAR?
No. EDGAR does not organize filings in this fashion. However, you can do header searches for specific periods of time to find filings used in connection with mergers and acquisitions such as the Form S-3, Form S-4 and proxy materials.
3. Can I find the terms of a specific merger or acquisition in EDGAR?
Yes. You can look at Form 8-K. Item 1.01 of this form requires disclosure of information concerning the entering of material definitive agreements; Item 1.02 requires disclosure of the termination of such agreements. Item 2.01 requires the disclosure of information relating to the completion of the acquisition or disposition of corporate assets. You also can look for exhibits to periodic reports filed on Form 10-K and Form 10-Q.
If the merger or acquisition required a vote by shareholders, the agreement also is available in the proxy material file with the SEC on Schedule 14A.
1. Can I find a list of upcoming IPOs on EDGAR?
No. Although you can search for registration statements filed during specific time periods, the data available through EDGAR is not organized by upcoming IPOs. If a registration statement is effective, you may want to check the exchange or market where the security will be listed or quoted to see when the IPO is scheduled.
2. How do I find out the date of an upcoming IPO?
An issuer must file both a registration statements and a prospectus with the SEC. However, these documents will not include the intended date of the IPO. Rather, the company determines the date of the IPO once it meets the listing requirements of the exchange or market where the securities will be listed or quoted.
3. Where can I find historical information about IPOs?
EDGAR does not include a list of historical IPOs. However, if you are looking for the IPO date for an offering made by a specific company, you can check the periodic reports filed near the time of a registration statement to see if they reference the date of the IPO.
4. If a company files a registration statement with the SEC, when will the IPO occur?
The filing of a registration statement does not mean that the IPO will occur. First the registration statement may be amended one or more times before it is effective. Even after the registration statement is effective, the company may not pursue the IPO.
5. What is a “shelf” registration?
Issuers may use a Form S-3 registration statement for securities to be offered on a delayed or continuous basis. Issuers use “shelf” registrations when they want securities to be offered as quickly as possible once funds are needed or market conditions are favorable. Since December 2005, “automatic shelf registrations” have been available for certain issuers (i.e. “well-known seasoned issuers”). Automatic shelf registration permits automatic effectiveness, pay-as-you-go registration fees, and the ability to exclude additional information from base prospectuses.
1. Where can I find the date a company filed a bankruptcy petition?
You can find this information in Form 8-K. Prior to August 23, 2004, the disclosure was in Item 3 of the Form. The information is now disclosed in Item 1.03 of the Form. The information also may be reported in Form 10-Q and Form 10-K.
2. Where can I find the identity of the Court where a company has filed its bankruptcy petition?
An SEC registrant must disclose in Form 8-K the identity of the Court where it filed its bankruptcy petition.
3. Where can I find information about a company’s reorganization or liquidation plan after filing for bankruptcy?
A company must disclose the material features of a reorganization or liquidation plan in the Form 8-K. A copy of a plan as confirmed by the Court must be disclosed as Item 9.01 of Form 8-K.
4. Are SEC registrants relieved of their obligation to file periodic reports with the SEC?
No. Companies in bankruptcy are not relieved of their reporting obligations. Neither the United States Bankruptcy Code nor the federal securities laws provide an exemption from Exchange Act periodic reporting for issuers that have filed for bankruptcy. However, the SEC generally will accept the monthly reports an issuer must file with the Bankruptcy Court under Rule 2015 in lieu of Form 10-K and Form 10-Q filings. The issuer must file each monthly report with the Commission on a Form 8-K within 15 calendar days after the monthly report is due to the Bankruptcy Court.
1. How Can I Find Out Who Audits a Particular Company?
You'll find the identity of the company's auditor in its annual report on Form 10-K. Look for the "Accountant's Report" under Item 8 of the Form 10-K. Whenever a company hires a new auditor to certify its financial statements, it must announce that news on Form 8-K (under Item 4) within four business days. Be sure to check any Form 8-K filings submitted after the company's most recent annual report to find out whether the company subsequently hired a new auditor.
2. Where can I find information about the changes to a company’s auditor?
You can find this information in Item 4.01 of Form 8-K. For changes made prior to August 2004, the information was reported at Item 4.
EDGAR includes searches specific to mutual funds and variable insurance products. They include searches for:
The latter two searches are for filings from February 6, 2006 to the present. The searches will help investors identify filings by both individual mutual fund and share class or variable insurance products by series and class/contract name. If you are researching older filings, you should keep in mind that a single prospectus might contain information about many mutual funds and share classes. You will not be able to search these filings simply by looking for the name of the fund.
Mutual fund prospectuses are often designated in EDGAR as form type “485”. Other form types for mutual funds include:
|Form N-SAR||Semi-annual report for management companies|
|Form N-CSR||Certified annual shareholder report|
|Form N-PX||Annual report of proxy voting record|
|Form N-Q||Quarterly Schedule of Portfolio Holdings|