Changes to the Form 10-Q

News Brief

Remember that the following changes to Part II of Form 10-Q impact filings for the third quarter of 2004 by our public company clients:

  • The heading for Item 2 has changed to "Unregistered Sales of Equity Securities and Use of Proceeds."
  • Items 2(a) and 2(b) have been deleted and Items 2(c), 2(d) and 2(e) have been redesignated (a), (b) and (c).
  • The newly designated Item 2(a) has be revised to provide that disclosure is required for (i) sales of unregistered equity securities that do not exceed the reporting threshold for Item 3.02 of Form 8-K and (ii) if not voluntarily disclosed in a Form 8-K, information required by Item 701(b)--names of principal underwriters, if any, and the names of the persons or identity of the class of persons to whom securities were sold. If disclosed in a Form 8-K, such information required by Item 701 of Regulation S-K is not required to be reported in response to Item 2(a).
  • Instructions to Item 3 (Defaults Upon Senior Securities) have been revised to provide that any information required by Item 3 does not need to be included if it was previously disclosed on a Form 8-K.
  • Item 5(a) has been revised to require disclosure of any information required to be disclosed on a Form 8-K during the period covered by the Form 10-Q but was not so reported.
  • Paragraph (a) designation in Item 6 has been removed, Item 6(b)--Reports on 8-K--has been deleted. The Item 6 heading now reads "Exhibits." The CCH Federal Securities Law Reporter has not been updated for that change.
  • Under amended Item 601 of Regulation S-K, a company is required to file as a Form 8-K only the text of amendments to the company's articles of incorporation or bylaws. The company must file a complete copy of the amended articles of incorporation or bylaws in the next periodic report or registration statement filed by the company to which the exhibit requirement applies.
  • While Form 8-K does not require that copies of material agreements be filed as exhibits to the Form 8-K, material agreements entered into or which become effective during the period covered by the Form 10-Q must be filed as an exhibit to the Form 10-Q.
Related Contacts
Nancy Wojtas Partner, Palo Alto
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