Effective December 1, 2005, the SEC adopted new rules extensively revising disclosure and process under the Securities Act. Three new rules will also affect disclosures contained in periodic reports filed by many issuers under the Exchange Act.
The first of these new rules require risk factor disclosure in annual reports on Form 10-K filed after December 1, 2005. Additionally, any material changes from previously disclosed risk factors will now need to be reported in a subsequent quarterly report on Form 10-Q. This rule is not applicable to issuers that qualify as “small business issuers” and elect to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB or to “non-reporting issuers” that are not required to file periodic reports under the Exchange Act.
Unresolved SEC Comments
A second rule requires disclosure in any annual report on Form 10-K filed after December 1, 2005, of any material written comments received from the SEC regarding periodic or current reports, more than 180 days before the end of the fiscal year covered by the Form 10-K that remain unresolved at the time of filing. This new rule only applies to “accelerated filers” and “well-known seasoned issuers.”
Voluntary Filer Status
The facing sheets for Form 10-K have also been amended to include a new box where reporting issuers will need to indicate whether or not they are required to file periodic reports pursuant to the Exchange Act.
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