SEC Form 6-K
A form used by foreign private issuers (FPIs) to update their disclosures with the US Securities and Exchange Commission (SEC)
Updated:
August 28, 2023What Is A SEC Form 6-K?
Form 6-K is used by foreign private issuers (FPIs) to update their disclosures with the US Securities and Exchange Commission (SEC). It calls for sending to the SEC shareholder reports, press releases, and other information that an FPI has already published.
It is an SEC form under which SEC-registered FPIs provide ongoing disclosure about corporate news. When an FPI has listed its securities in the US, the FPI becomes subject to mandatory reporting obligations under Section 13 of the US Securities Exchange Act of 1934 (Exchange Act).
FPIs have two primary reporting obligations:
Firstly, filing an Annual Report on Form 20-F within four months after fiscal year-end, as required by Exchange Act Rule 13a-1
Secondly, Furnishing reports on form from time to time, as required by Exchange Act Rule 13a-16
What does Sec Form 6-K cover?
Information: It calls for disclosing to the SEC information that is
(1) material to the FPI and
(2) that to the FPI:
Publicly file or is required to file under stock exchange rules publicly
Make or is required to make public under home country law
Distribute or is required to distribute to its shareholders
Topics: It catalogs examples of items that may be material to an FPI. The list includes:
Earnings information
defaults
M&A activity, other acquisitions, or dispositions of assets
Changes in management
Change in auditors
Bankruptcies or receiverships
Events regarding the company’s securities, such as stock splits, payment
It also includes a provision requiring an FPI to submit any other information that deems of material importance to its security holders.
Importantly, under Form 6-K, the information disclosed must be material to the issuer and its subsidiaries. This materiality standard helps avoid filing a large amount of insignificant information with the SEC.
Documents: anything and everything.
A Form 6-K report includes documents such as:
Earnings releases
Court filings
Materials sent to shareholders, such as annual and quarterly reports and documents prepared in connection with annual and extraordinary meetings of shareholders.
Presentations showed at industry conferences.
Transcripts of calls with senior management
All other types of press releases.
Forward-looking information
The SEC has indicated that Form 6-Ks are entitled to a special safe harbor available only for “filed” documents by its terms. The safe harbor of Rule 175 under the Securities Act of 1933 (Securities Act) and Exchange Act Rule 3b-6 applies “with equal force.”
This protection is awarded only to statements made in reports filed with the SEC. Anticipative information (such as projected revenues, management’s plan for future operations, and other matters) is not deemed fraudulent (thus is deemed material by the SEC) unless the statements demonstrate the absence of fairness or a reasonable basis.
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Are FPIs Required To Furnish SEC Form 6-K Electronically?
A piece of information is considered material if there is a substantial likelihood that an investor would deem the information important in determining whether to buy or sell a security.
The topics in the form are likely material for many FPIs, although FPIs must conclude about any specific Form 6-K report.
Yes, it must be filed through the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.
It can be filed on paper if:
The document submitted is the company’s annual report to its shareholders.
The document is not distributed (or required to be distributed) to its shareholders is not a press release, and if the document covers financial results or another material event that was part of an earlier Form 6-K filed electronically via EDGAR.
The issuer has been granted permission from the SEC under the exemptions allowed by the EDGAR rules.
Liabilities associated with the forms reports
The SEC has brought several enforcement actions against foreign private issuers (FPIs) in connection with alleged misleading information contained in the form. reports.
These actions have been based on claims of fraudulent misrepresentations, improper accounting, deceptive statements, and other illegal conduct.
In some cases, SEC actions have alleged violations of the anti-fraud provisions under Section 10(b) and Rule 10b-5 and violations relating to the form under Section 13(a) and Rule 13a-16.
SEC Form 6-K Example
Example are:
Credit Suisse furnished a Form 6-K Q1 report for March 31, 2022.
In conclusion, the form is a four-page SEC form with little more than a cover sheet and technical filing instructions. However, with careful planning, robust controls, tight coordination, and sound counsel, an FPI can reduce complexity and uncertainty.
A foreign private issuer (FPI) who masters the Form 6-K disclosure process will gain an effective tool to provide its US investors, the SEC, and the global market with crucial, up-to-date information that can do wonders for a company.
SEC Form 6-K FAQs
Yes, the filling is mandatory.
All 6-K filings are available to the public via the SEC's EDGAR database or on the company’s own website.
No, they are documents that are made publicly available, free of cost.
Yes, all the SEC filings must be in English. If Form 6-K is not in English, the foreign private issuer (FPI) must provide an accurate English summary of the document.
U.S. SEC rules provide that some documents, such as financial statements, press releases, documents sent to shareholders, by-laws, and corporate charters, are too important to be the subject of an English summary. For these documents, a complete English-translated version should be provided.
There is no difference in the actual meaning of providing required information to the SEC. The different terms are labels applied by the SEC. All reports are sent electronically to the SEC via the SEC’s EDGAR system.
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