Securities and Exchange Commission: Focus on Regulation S-K, S-X and Form 8-K (Completed)

As part of the SEC mission to protect investors, the SEC outlines an abundance of reporting requirements for publicly traded companies. This course will delve into Regulation S-X, S-K, and 8K that lays out reporting requirements for various SEC filings used by public companies.

Regulation S-X is a prescribed regulation in the U.S. that lays out the specific form and content of financial reports, specifically the financial statements of public companies. Regulation S-X extends the meaning of the term 'financial statements' to include all notes to the statements and all related schedules. Regulation S-X is closely related to Regulation S-K lays out reporting requirements for various SEC filings and registrations used by public companies. Regulation S-X profoundly affects internal and external accountants, auditors and officers, and numerous officials, employees, and contractors of publicly reporting companies. Because of the need for accurate reporting, any operation of a company may be affected to require ultimate compliance with Regulation S-X and the Sarbanes-Oxley Act.

In a company's history, Regulation S-K first applies with the Form S-1 that companies use to register their securities with the SEC as the “registration statement” under the SEC Act of 1933. Thereafter, Regulation S-K applies to the ongoing reporting requirements in documents such as Forms 10-K and 8-K. Regulation S-K applies to:

Registration statements under the Securities Act to the extent provided in the forms to be used for registration under that Act.

Registration statements under section 12 of the Securities Exchange Act of 1934

Annual or other reports under sections 13 and 15(d)

Going-private transaction statements under section 13

Tender offer statements under sections 13 and 14;[5]

Annual reports to security holders and proxy and information statements under section 14; and Any other documents required to be filed under the Exchange Act, to the extent provided in the forms and rules under that Act.

A public company is initially impacted by Regulation S-K with its IPO (initial public offering of shares). Form S-1 contains the basic business and financial information on an issuer with respect to a specific securities offering. Investors may use the prospectus to consider the merits of an offering and make educated investment decisions. A prospectus is one of the main documents used by an investor to research a company prior to an initial public offering.

An 8-K is a report of unscheduled material events or corporate changes at a company that could be of importance to the shareholders or the SEC. Also known as a Form 8K, the report notifies the public of events, including acquisitions, bankruptcy, the resignation of directors, or changes in the fiscal year.

Topics Covered

• Provide the participant with an overview of the SEC filing and financial reporting requirements related to Regulation S-K from the accountant's perspective
• Discuss elements that accountants and auditors must be aware of when preparing those filings as well as obtain an understanding of reference materials available
• Discussion of the various sections of regulation S-X and S-K and 8K

Learning Objectives

• Explore and examine the various critical components of Regulation S-X requirements for financial statements.
• Identify and evaluate Regulation S-K requirements for information outside the financial statements, including Management's Discussion and Analysis and executive compensation
• Explore the purpose and use of form 8K
• Recognize and become familiar with the SEC's filing forms and rules
• Identify and review SEC staff accounting bulletin process and financial reporting releases
• Discover and understand SEC comment letters: how to deal with them and how to avoid them

Level
Basic

Instructional Method
Group: Internet-based

NASBA Field of Study
Accounting (2 hours)

Program Prerequisites
None

Advance Preparation
None