C 14 - 5 : C 14- 5

A . Required : identify the circmstances under which a firm must file a registration statement with the SEC :
The securities act of 1933 requires a filing by any firm that raises capital market through the initial sa
or through an under writer . The registration applies only to the specific quantity of the specific secur

The securities act of 1933 requires afiling by any firm whose securities are being traded publicy in the
amount specified . A secondary offering of a firm’s securities also requires the filing of a registration s

B . Reqired : Explain the objective of the registration process required by the securities Act of 1993 :
 An objective of the 1933 Act is to provide investors with material information concerning the issuing
from the sale . The SEC does not evaluate the creditworthiness of the firm or attest to the potential o
fair disclosure of all pertinent information about the issuing firm, including audited financial stateme

C . Required : identify and explin the SEC publication that Bob schuiz would use to guide him in perparing the th

SEC Publication
Regulation S-X
Regulation S-K
Financial Reporting Releases (formerly Accounting Series releases )
Staff Accounting Bulletins
gistration statement with the SEC :
ses capital market through the initial sale of a new security , whether by a public offering made directly by the firm
he specific quantity of the specific security being offered .

ecurities are being traded publicy in the secondary capital market . These securities are registered as an entire class with no
also requires the filing of a registration statement .

the securities Act of 1993 :

erial information concerning the issuing firm, its management, the securities offered for public sale, and the proposed use of the proce
ss of the firm or attest to the potential of the security as an investment. The 1933 Act is an attempt to ensure that investors are given f
rm, including audited financial statements.

uld use to guide him in perparing the the registration statement :

Explanation
Instructions as to the form and content of the required financial statements
Instructions as to the form and content of required disclosures other than the required financial statements
Constitute part of Regulation S-X in the determination of the form and content of the required financial statements.
Interpretations and practices followed by the Division of Corporation Finance and the Office of the Chief Accountant in a
the disclosure requirements of the federal
C 14- 7
A - Required : with regard to form 8-K , discuss :

1 . The reports purpose : called the Current Report, is to ensure that any significant event affecting a
immediately reported to the SEC. Covering the period since the filing of the latest annual or quarterly
material information concerning specified events between filings.

2 . The reports time : Form 8-K must be filed with the SEC within 4 business days after the occurrence
statuts.

3 . The reports format : Form 8-K is a narrative report with sufficient flexibility to permit managemen
the standard 8-K heading identifying the reporting company, and the body of the report details the s
disclosure requirements outlined in the SEC’s regulations for each event. The company may include o
deems appropriate for a complete description of the event. The report must be signed by an officer o

4 . The role of financial statements in filing the report : The inclusion of audited and pro forma financ
included in a Form 8-K in order to clarify the effect of any event on the corporation. In general practi
event is deemed to have a material financial impact.

B - Required : identify five circmstances under which the SEC requires the filing of form 8 - K :
In 2004, the SEC expanded the list of reportable events to 19 in number, as discussed and listed in th
and discussed, but it may be interesting to see if there is a consensus on the most often selected by s
might ask students why they chose the five they selected.
gnificant event affecting a firm's policies or financial position is
e latest annual or quarterly report, Form 8-K provides a continuous stream of

s days after the occurrence of a reportable event. Violation of the 8-K filing requirement may jeopardize a registrant's s

lity to permit management to describe any significant events. The first page must contain
of the report details the specified event or events in accordance with the
he company may include other information, financial or otherwise, it
st be signed by an officer of the corporation.

dited and pro forma financial statements is required when reporting the acquisition of a business. Financial statements may be
poration. In general practice, financial statements are included if an

s discussed and listed in the chapter. Any five of these events may be selected
e most often selected by students in their lists of five. Also, the faculty member
tatements may be