Stock Plan Administrator
4955 Directors Place
San Diego, CA 92121
T: (858) 526-5106
F: (858) 526-5606
Redundancy and Onerous Time Constraints
The Release lists a number of transactions to be reported on Form 8-K that are duplicative of those currently filed on Forms 3, 4, and 5 under Section 16. This redundancy creates an unnecessary reporting burden.
Although there is support for the Commission's proposal to require reporting of the adoption of Rule 10b5-1 arrangements and amendments (which we believe should exclude pricing information) on Form 8-K, in addition to pledges and loans to directors and executive officers, all other transactions (including transactions pursuant to 10b5-1 plans) should remain reportable only on Form 3, 4, 5 under the current filing deadlines.
The additional disclosure on Form 8-K should be reportable on a monthly basis, rather than two days following the week of transaction, or two days following specific transactions. This would allow filing to coincide, administratively, with Section 16 reporting.
All grants should be reportable on Form 4's rather than Form 5's to speed accessibility to information. The Commission could create transaction codes to indicate whether a grant is pursuant to a formula plan or is discretionary. This would alleviate "mega-grant" concerns. Gifts could also be reportable on Forms 4's or left to be reported as they currently are on Form 5's.
Administrative Burden & Additional Cost to Company
The proposed filing deadlines place a tremendous burden on the reporting company. Someone within the organization will need to locate and communicate with all executive officers and directors on the first day of every week to determine if there were any applicable transactions, collect all the appropriate data regarding their transaction (which will involve contacting a variety of brokers), and complete an 8-K filing document that same day. On the second day, if there is a filing to be made, the company would need to engage the services of a financial printer or law office. For a smaller organization, this could prove costly and burdensome. For a larger organization, there could realistically be a filing every week. This would create a flood of 8-K filings that an investor would have to wade through to find the information that will be of value.