The New Form 8K Rules

1
The New Form 8-K Rules

• September 2004

2
Overview Real-time Disclosure

• The Securities and Exchange Commission recently
  amended Form 8-K to
• Require disclosure of 12 additional items
• Revise existing disclosure items and
• Shorten the filing deadline for Form 8-Ks to four
  business days after the occurrence of a
  triggering event
• Regulation FD disclosures by Form 8-K continue to
  need to be filed simultaneously or promptly

3
Overview (contd)

• Continuous Monitoring The biggest change under
  revised Form 8-K is the need for companies to
  constantly assess the potential for an event
  triggering a filing the assessment is part of a
  Companys disclosure controls and procedures
• The Form 8-K disclosure and timing revisions make
  coordination with the investor relations group of
  a company more critical companies want to
  prevent Form 8-K filings that catch the investor
  relations group off-guard

4
Overview (contd)

• The investor relations group at a company should
  be familiar with the events requiring a Form 8-K
  filing, and be aware that companies will likely
  be making more filings than in the past
• Some of the triggering events listed in the next
  slide requiring a filing on Form 8-K relate to
  events that are in progress and have not reached
  a conclusion these events will be more
  difficult to discuss when responding to
  inquiries. e.g., events reported under Items
  1.02, 2.04 and 4.02

5
Disclosure Items Under Form 8-K as of August 23,
2004
6
Disclosure Items Under Form 8-K as of August 23,
2004 (contd)
7
Measuring Four Business Days
Four Business Days
Day of Event Filing Date
Monday . . . . . . . . . . . . . . . . . . .
Friday Tuesday . . . . . . . . . . . .
. . . . . . . Monday Wednesday. . . . .
. . . . . . . . . . . . .Tuesday
Thursday . . . . . . . . . . . . . . . . . .
Wednesday Friday/Saturday/Sunday . . . . . . . .
. . . . .Thursday
8
Use of Items 7.01 and 8.01 of Form 8-KThe
Distinction Between Being Furnished and Being
Filed

• Item 7.01 Furnished Materials Not
  incorporated by reference into registration
  statements, and therefore not subject to
  the stricter liability standard
  applicable to registration statements.
• Item 8.01 Filed Materials Stricter liability
  than furnished materials, but beneficial
  if company needs to update a registration
  statement because filed items
  are incorporated by reference into registration
  statements.

9
Thank you.