SEC Filings

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[edit] What is an SEC Filing?

SEC Filings are financial statements or other formal documents submitted to the U.S. Securities and Exchange Commission (SEC). These filings are required by law for publicly-traded companies. SEC Filings are used by financial analysts and investors to analyze company growth for investment purposes. LexisNexis Academic contains the full-text of EDGAR (the SEC's online database) filings from 1991 as well as annual and quarterly reports and proxy statements of more than 4,000 US companies, filed with the Securities and Exchange Commission since 1987.

[edit] SEC Forms and Definitions

Companies file different forms for different purposes. Below is a list of commonly-used SEC forms and their purpose:


S-3         An initial registration statement for specified transactions by certain issuers.

S-3/A         A pre-effective amendment to an S-3 filing.

S-8         An initial registration statement for securities to be offered to employees pursuant to employee benefit plans.

S-8 POS         A post-effective amendment to an S-8 filing.

424B2         A form of prospectus filed in connection with a primary offering of securities.

424B3         A prospectus that reflects changes or additions to the information listed in the last prospectus filed.

424B5         A prospectus that discloses information covered in 424B2 and 424B3 filings.

DEF 14A         A “proxy statement,” or form that provides official notification to certain shareholders of matters to be brought to a vote at a shareholders meeting.

DEFA 14A         A form that provides additional definitive proxy soliciting materials.

144 reports contain notification by shareholders of their intention to sell restricted stock. These reports include: the name of the person selling shares; the number of shares they intend to sell; their relationship to the issuer; and the broker through which the shares will be sold.

10-K         An annual report that provides an overview of a company for the past year.

10-K405         An annual report that has the Regulation S-K Item 405 box checked on the cover page.

11-K         An annual report for employee stock purchase, savings or similar plans.

10-Q         A quarterly report that includes unaudited financial information and provides an ongoing view of a company's financial position during the year.

20-F Contains the full-text of 20-Fs (excluding some exhibits) for all issuers registered in foreign countries whose securities trade on the New York or American stock exchanges. The Securities and Exchange Commission requires foreign issuers to file reports disclosing their financial condition, results of operations and any other information that is of significance to investors.

SC 13G         An initial statement of acquisition of beneficial ownership by individuals.

SC 13G/A         An amendment to an SC 13G filing.

3         An initial statement of beneficial ownership of securities held by directors, officers or significant shareholders.

3/A         An amendment to a Form 3 filing.

4         A statement of changes in beneficial ownership of securities held by directors, officers or significant shareholders.

4/A         An amendment to a Form 4 filing.

5         An annual statement of beneficial ownership of securities held by directors, officers or significant shareholders.

8-K         A report used to explain significant events or changes that affect the company's financial condition.

8-K/A         An amendment to a Form 8-K filing.

NO ACT         A letter from the SEC indicating that no civil or criminal action will be charged against an individual for engaging in a certain activity.


PRE 14A         All other preliminary “proxy statements,” or forms that provide official notification to certain shareholders of matters to be brought to a vote at a shareholders meeting.

[edit] Search Tips

[edit] Shareholder Proposals

SEC Proxy Statements often contain proposals from shareholders that would require the board of directors or the company to take certain actions. There is no simple way to locate all of these proposals, but the following technique will produce a result set that has very few false hits.

  • Use the Navigation Menu to go to Companies -> SEC Filings
  • Check off the "Proxy Statements" option in the "Select Sources" box
  • Now, use the "Edit in Power Search" link in the Tip text at the bottom of the page
  • Alternatively: Select "Proxy Statements" from the Source Directory
  • Once you are in Power Search, enter the following in the Search Terms box
    FORM-TYPE (DEF 14A) and recommend! pre/10 vote pre/5 (shareholder Proposal or stockholder proposal)
  • Specify a date or date range
  • Click the Search button
  • Once in the results list, switch to the "Expanded List" view to zero in on the section of each document with the shareholder proposal.


[edit] More Information

Visit the SEC filings website to see the SEC's official and complete definitions:
http://www.sec.gov/info/edgar/forms/edgform.pdf