Company Website Requirements for Periodic Reports
It has become almost routine for publicly traded companies to use their websites to provide information to investors. In going public transactions, the issuer’s website can be used to keep shareholders informed about the different stages of the going public process and it can become a source of the issuer’s SEC periodic reports. Companies become subject to the SEC’s periodic reporting requirements a number of ways including by filing a registration under the Securities Act of 1933, as amended or pursuant to the Securities Exchange Act of 1934. Company websites provide a painless method for issuers to provide transparency to both shareholders and investors while raising capital during the going public process.
Companies conducting Rule 506(c) offerings can use general solicitation and advertising in connection with their offerings to accredited investors. This includes allowing the issuer to post its offering materials on its website.
An issuer posting its Rule 506(c) offering materials on its website increases its pool of potential accredited investors. Public company websites enable issuers to provide information including periodic reports to the public in a quick and cost-effective manner. The SEC has provided guidance to companies about the use of company websites as a way to provide information to shareholders and investors.
Once the issuer completes its going public transaction, its public company website provides a useful means of providing its periodic reports to shareholders and investors. Issuers posting information on their company websites should ensure that the information complies with Regulation FD.
The chart below summarizes the SEC’s website posting requirements for periodic reports.
|
SEC Filing and/or Report |
Website Posting Requirement For Periodic Reports & Schedules |
Rule |
| Annual report to stockholders | If a company delivers its proxy materials electronically, it must post the annual report on a publicly available website such as its own website. | Rule 14a-16, Exchange Act |
| Form 10-K | A company must disclose in its Form 10-K report whether it posts its periodic reports (including Form 10-K reports) on its public company website. If the company does not publish its form 10-K on its website, it must provide an explanation of why it does not do so. It must also disclose whether it will provide copies of its Form 10-K without charge upon request. | Item 101(e), Regulation S-K |
| Form 10-Q | A company must disclose in its Form 10-K whether it posts its quarterly reports on Form 10-Q on its public company website, including Form 10-Q report. If the company does not publish its form 10-Q on its website, it must provide an explanation of why it does not do so. It must also disclose whether it will provide copies of its Form 10-Q without charge upon request. | Item 101(e), Regulation S-K |
| Form 8-K | A company must disclose in its registration statements and Form 10-K reports whether it posts its periodic reports, including Form 8-K reports, on its website. If the company does not publish its form 10-K on its website, it must provide an explanation of why it does not do so. It must also disclose whether it will provide copies of its Form 8-K’s without charge upon request. | Item 101(e), Regulation S-K |
| Proxy statement & Proxy Card | If a company elects to deliver a proxy statement and proxy card electronically, it must post the proxy statement and proxy card on a publicly available website other than EDGAR, which is typically its own website. It must be presented in a format convenient for reading online and for printing. | Rule 14a-16, Exchange Act |
| XBRL interactive data files for financial statements accompanying periodic reports | A public company must post its interactive data files on its company website by the end of the calendar day that the company filed or was required to file the document including the XBRL exhibit with the SEC. These interactive data files must be available on the issuer’s website for at least 12 months after posting. | Rule 405, Regulation S-T |
| Forms 3, 4 and 5 | The issuer must post all Forms 3, 4 and 5 filed by its directors, officers and greater than 10% stockholders on its website by the end of the business day after each form is filed with the SEC. The issuer must keep the forms on the website for at least 12 months. Issuers can satisfy this requirement with a hyperlink to the reports on the SEC’s EDGAR database. | Rule 16a-3(k), Exchange Act |
For further information about SEC periodic reports post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. Please note that the prior results discussed herein do not guarantee similar outcomes.
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