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45-799: [REDACTED] Look up SK in Wiktionary, the free dictionary. SK may refer to: People [ edit ] SK (actor) or Sivakarthikeyan, Indian actor Salman Khan or SK, Indian actor Shahram Kashani (SK), an Iranian-American singer Shakib Khan , Bangladeshi film actor, known by the initialism SK Søren Kierkegaard , Danish philosopher and theologian Businesses and organizations [ edit ] SK Foods , an American agribusiness company SK Hand Tools , an American tool manufacturer Sangguniang Kabataan , Philippines youth councils SK Group , South Korean conglomerate Scandinavian Airlines (IATA code SK) Silicon Knights ,

90-699: A Canadian province by postal abbreviation Sikkim , a state in northeastern India (ISO 3166-2 code) Kingdom of Sikkim , a former monarchy in South Asia (ISO 3166-1 alpha-2 code: SK, now deprecated), an Indian protectorate merged with it as a state in 1975 Svidník , Slovakia, vehicle plates Sisak , vehicle plate for city in Croatia South Kingstown, Rhode Island , a United States town Science and technology [ edit ] sk (unit) (Skot), an old and deprecated unit of measurement for dark luminance SK (people mover) ,

135-478: A Canadian video game developer Places [ edit ] Slovakia [ edit ] Slovakia (ISO country code) ISO 3166-2:SK , codes for the regions of Slovakia .sk , the internet country code top-level domain for Slovakia Slovak koruna , a former currency of Slovakia Slovak language (ISO 639-1 language code "sk") Other [ edit ] sk. sokak , Turkish postal abbreviation South Korea , an Asian country Saskatchewan ,

180-487: A business. If there are no clear plans for the proceeds, then this must be stated and reasons given for the stock offering. 504(7) notes that "[t]he registrant may reserve the right to change the use of proceeds, provided that such reservation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated". This item has remained unchanged since passed into law on 16 March 1982. For common equity, where common equity

225-456: A company. The SEC expects that the MD&;A meaningfully reflects the results of operations, liquidity, capital resources, and the impact of inflation. Its objectives are: to provide in one section of a filing, material historical and prospective textual disclosure enabling investors and others to assess the financial condition and result of operations of the registrant, with particular emphasis on

270-536: A comparative columnar form, for each of the last five fiscal years and any additional fiscal years necessary to prevent the information from being misleading. Such financial data should include net sales or operating revenues, income (loss) from continuing operations, income (loss) from continuing operations per common share, total assets, long-term obligations and redeemable preferred stock, and cash dividends declared per common share. The financial data can also include any additional items that would help with understanding

315-588: A family of ion channels Medicine [ edit ] Solar keratosis or senile keratosis Streptokinase , a bacterial enzyme used in the treatment of blood clots Sport [ edit ] SK Gaming , an electronic sports team Other uses [ edit ] Regulation S-K , regarding financial statements in the United States Sekolah Kebangsaan , a type of school in Malaysia Storekeeper ,

360-597: A naval rating in the United States Navy Senran Kagura (SK), video game series Topics referred to by the same term [REDACTED] This disambiguation page lists articles associated with the title SK . If an internal link led you here, you may wish to change the link to point directly to the intended article. Retrieved from " https://en.wikipedia.org/w/index.php?title=SK&oldid=1227763975 " Category : Disambiguation pages Hidden categories: Short description

405-413: A reference in another filed document) is allowed. Non-GAAP financial measures are discouraged. Smaller companies are allowed to only fill in items 101, 201, 301, 302, 303, 305, 402, 404, 407, 503, 504, and 601. The initial portion of this information is relatively simple – e.g., incorporation and address – but item 101 then asks for how the company is doing in its various industry segments and

450-407: A report in this section. A company need not have a code of ethics; however, if they do not, they are required to explain why not, and most publicly traded companies have such a code. If the company has a website then the code must be on it, although not necessarily on the front page. This has seven clauses: Other than the third, which is an attendance check with the count to be publicly reported,

495-501: A thorough description of both the company's current business and how it intends to do business in future. These requirements provide transparency to the company's investors and may provide information relevant to competitors. Some requirements for reports to shareholders are also stated. This section requires disclosure of information on physical property, such as land, buildings such as plants, mines, oil, and gas reserves; this requirement has likewise been criticized, by some commenters to

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540-455: A vehicle SK calculus, an alternate form of SKI combinator calculus SK radar , an American air-search radar used during World War II Silent key, an amateur radio operator who has died "Stop keying", a prosign used in Morse code Super-Kamiokande , a Japanese neutrino detector Biology [ edit ] SK channel , small conductance calcium-activated potassium channels,

585-419: Is a party or of which any of their property is the subject; this especially includes "environmental actions" and any (other) proceedings known to be under contemplation by governmental authorities. This section must include a description of the factual basis alleged to underlie the proceedings and the court action(s) sought. This section requires disclosure of certain information pertaining to mine operations, if

630-456: Is already a market for the securities; name(s) of the lead or managing underwriter(s), if any, and the underwriting arrangements; and date of the prospectus. Beyond these basics, the following are also required as prominent "legends" (text boxes): A statement of market risk (which must be clearly indicated in the table of contents); a "State legend" (any legend or statement required by the law of any state in which securities are to be offered); and

675-455: Is being registered when there is no established public trading market, or where there is a gap between the offering price and the market price, the various factors considered in determining such an offering price must be described. It may be specified that there is no rational means for determining a price. This item requires the calculation and disclosure of how much dilution (a loss in value per share due to share issuance) will take place upon

720-481: Is different from Wikidata All article disambiguation pages All disambiguation pages SK">SK The requested page title contains unsupported characters : ">". Return to Main Page . Regulation S-K Regulation S-K is generally focused on qualitative descriptions while the related Regulation S-X focuses on financial statements. In a company's history, Regulation S-K first applies with

765-492: Is made. This section requires a brief summary of the information in the prospectus in plain english. This item requires disclosure of the purposes for which the proceeds from the securities to be offered should be used and the approximate amount intended for each purpose. Additional information is required if the proceeds for the offering are insufficient for the intended purpose or if the proceeds will be used for repaying indebtedness, buying non-ordinary course assets, or buying

810-488: Is only 8 pages. However, the simplicity of the form's design is belied by the OMB Office 's figure of the estimated average burden – 972 hours. "SEC Form S-1" (PDF) . Regulation S-K (the "K" can be thought of as a reporting classification as for Form 10-K ) cannot be considered in a vacuum, and indeed all the securities regulations and associated law may form a very large body of information. Professionals in

855-575: Is required in Form 10-K, it is often performed in the Annual Report and incorporated by reference in Form 10-K by large companies such as Pfizer. The company must carefully furnish, to the very best of its knowledge, information about major shareholders in tabular format, as of the most recent practicable date, with respect to any person or "group" (see section 13(d)(3) of the Exchange Act for

900-478: Is to cleanly and clearly specify, first, a consistent format that can be used to define the material needed for a prospectus and, second, how to assemble the material together. A physical paper prospectus may be printed and handed or given to potential investors, or (more commonly today) an online prospectus may be used; both versions must contain essentially the same information, in plain English. The information in

945-585: The Form S-1 that companies use to register their securities with the U.S. Securities and Exchange Commission (SEC) as the " registration statement under the Securities 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: A public company is initially impacted by Regulation S-K with its IPO (initial public offering of shares). Form S-1 contains

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990-741: The Sarbanes-Oxley Act of 2002 , the SEC adopted the rule that is now Item 308, requiring subject companies to include in their annual reports a report of management on the company's internal control over financial reporting. The internal control report must include: This item indicates who is running the company and what financial stake they have in it. Also required to be disclosed are relationships such as family members; significant employees who are not directors or officers; backgrounds and experience in business of all parties; other directorships; and promoters and control persons. While this disclosure

1035-435: The "Commission legend" (indicating that "neither the SEC nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or adequacy of the disclosures in the prospectus and that any contrary representation is a criminal offense"). It is possible to make available an incomplete prospectus, provided that there is a "Subject to Completion" legend prominently displayed and no sales effort

1080-552: The "yearly percentage change in the registrant's cumulative total shareholder return on a class of common stock" is required. Figures must also be compared with one or more "peer issuer(s) selected in good faith". This section involves describing different share classes and any provisions of the registrant's charter or by-laws that affect them, such as any clauses that may act as a " poison pill ". In addition, such factors as liability of shares to foreign tax must be disclosed. This item asks for selected financial data to be presented, in

1125-463: The December 12, 2007 concept release for potentially assisting a company's competitors. Industry Guides sometimes indicate what must be disclosed. This section requires disclosure of any material pending legal proceedings (other than ordinary routine litigation incidental to the business, such as lawsuits against an insurance company's customers) to which the registrant or any of its subsidiaries

1170-499: The MD&A companies are required to disclose any known trends, events, or uncertainties that are "reasonably likely to result in a registrant's liquidity increasing or decreasing in a material way". This section can be lengthy. E.g., in Google, Inc. 's 2009 10-K filing, the "Management's discussion and analysis of financial condition and results of operations" section was 20 pages long. This item highlights any disagreements between

1215-399: The SEC's EDGAR system, entitled "DEF 14 A (Definitive Proxy Statement)". This item requires the disclosure of any conflicts or potential conflicts of interests , with a cut-off lower limit of $ US120,000. What is required to be disclosed includes "any other information regarding the transaction or the related person in the context of the transaction that is material to investors in light of

1260-410: 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. Form S-1 has an OMB approval number of 3235–0065 and the online form

1305-549: The circumstances of the particular transaction." The parties in question include multiple possible parties, such as directors, nominees for directorship, relatives, and all entities with indirect interests. Under Section 16 of the Securities Exchange Act of 1934 directors, officers, and principal stockholders must file reports and must do so within certain time deadlines. Item 405 requires the company to examine these filings and, if any were late, to reveal this in

1350-441: The company and its auditors and accountants. Such disagreements can cause difficulties with the validity of financial statements and with Regulation S-X , so are rarely reported under this item. Companies are given a choice of three disclosure alternatives: This disclosure may be done either mathematically or with a narrative explanation within, for instance, the company's Annual Report. This extremely brief item asks "Disclose

1395-400: The conclusions of the registrant's principal executive and principal financial officers ... regarding the effectiveness of the registrant's disclosure controls and procedures ... as of the end of the period covered by the report, based on the evaluation of these controls and procedures". Despite its brevity, this item requires significant auditing and other work. As directed by Section 404 of

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1440-435: The definition of a "group") who is the beneficial owner of more than five percent of any class of the registrant's voting securities, the total number of shares beneficially owned and the amount the owner has the right to acquire, plus the address of each person or entity. This information may be found in form 10-K or in other places referred to in that form, such as the proxy statement ; the latter is, like form 10-K, filed with

1485-425: The exchange must be indicated. If the registered securities are to be offered in connection with the writing of call options traded (or to be traded) on an exchange, such transactions must be described. The company must provide a table that sets out the nature of the underwriters' compensation and the amount of discounts and commissions to be paid to the underwriter for each security and in total. The table must show

1530-493: The field of securities compliance reporting will need to be aware of other rules and regulations as noted at the Division of Corporation Finance. Item 10 suggests management make reasonable projections for the future. Security ratings are voluntarily permitted for classes of debt securities , convertible debt securities , and preferred stock . Incorporation by reference is defined; no piggy-back referencing (no reference to

1575-423: The financial condition and results of operations. Regarding quarterly financial data, this item looks for changes caused by such events as: disposals of business segments; extraordinary, unusual or infrequently occurring items; and matters related to gas and oil. Regulation S-X is relevant to this item. Item 303 requires a narrative explanation of any changes in the financial condition or results of operation of

1620-432: The offering under certain stock-market conditions). The company must also disclose any other types of underwriting, such as interest or dividend reinvestment plans , that will be involved. Any plans for non-cash outlays such as acquisition, reorganization, readjustment, or succession must be noted. The details of any distributions through broker-dealers must be disclosed. If the securities are to be offered on an exchange,

1665-517: The other clauses allow significant flexibility in implementation (or even non-compliance, if an explanation is given). Most major corporations have adopted similar measures; as a result it is more easy to see, as compared to the era before passage of the Sarbanes-Oxley Act, how companies comparatively implement corporate governance. This section has a well-established regulatory history and is not prone to sudden large changes. Its main use

1710-456: The prospectus must agree with the information in Form S-1. Some specifications of 501 and 502 clearly apply to paper prospectuses but the same format can be used for online prospectuses. Some basic information is required: Name (and explanation if the name is similar to a well-known name), address, and phone number; title and amount of securities; offering price of the securities; whether there

1755-428: The registrant operates mines. This section requires disclosure of the material factors that make an investment in the registrant or offering speculative or risky. The risk factors must be written in plain english and organized logically with relevant headings. Registrants are discouraged from presenting risks that could apply generically to any registrant. Instead, registrants must concisely explain how each risk affects

1800-693: The registrant or the securities being offered. While this information is usually available through Internet search engines, it must still be disclosed in detail. This disclosure is especially important for smaller companies whose stocks trade infrequently and for companies trading on multiple markets (including more than one market per type of common stock ). The number of shareholders and all holders of five percent or more of shares must be revealed. Dividend history and intent to pay or not pay dividends must be discussed. Securities authorized for issuance under equity compensation plans must be revealed; this also involves Regulation S-X . A performance graph that shows

1845-482: The registrant's prospects for the future. Because the registrant must disclose a known trend or uncertainty that would likely have a material effect on the registrant's financial condition or result of operations, the MD&A should include management's identification and evaluation of the information important to providing investors and others an accurate understanding of the company's current and prospective financial position and operating results. Per Regulation S-K, in

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1890-406: The securities will be underwritten , this item requires the company to: identify the underwriters; identify any relationships with the underwriters; note if the underwriting is committed (the underwriter must buy all the securities) or best-efforts (the underwriter only buys the amount of securities needed for sale to the public); and note any market-out clauses (which allow the underwriter to abandon

1935-465: The separate amounts to be paid by the company and any current shareholders selling their shares as part of the distribution. Offering expenses must be disclosed in the manner specified in item 511 . All discounts and commissions to be allowed or paid to dealers must be disclosed. If an underwriter has or may place a member on the company's board of directors, this must be disclosed. Any indemnification of underwriters must also be disclosed; moreover, if

1980-429: The stock distribution. The company must display: Along with offering new shares in the Form S-1 prospectus, prior shareholders may also register some or all of their shares for sale. This item requires disclosure of any such share amounts, who is intending to sell, and how many shares they will have left over after the sale. The distribution is the shares to be sold and the way and manner in which they will be sold. If

2025-650: The underwriting agreement provides for indemnification of the underwriters or their controlling persons against any liability arising under the Securities Act, a brief description must be given of such indemnification provisions. The company must identify any finders (persons or entities who connect two parties for a fee) and, if applicable, describe the relationship between such finders and the company or any underwriter. Any principal underwriter that intends to sell to any accounts over which it exercises discretionary authority must be disclosed, including an estimate of

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