What Are Form 10-K Exhibits ? By Brenda Hamilton, Lawyer
Some of the most valuable sources of information about a public company are Form 10-K exhibits. Item 601 of Regulation S-K identifies the documents to be filed as exhibits. Issuers are often unclear about the requirements of Item 601 particularly its provisions requiring issuers to file material agreements made outside the normal course of business.
Issuers typically generally incorporate by reference documents that they have previously filed as exhibits to other SEC filings. The most important documents that must be filed as exhibits to Form 10-K are the issuer’s material contracts.
All material contracts made outside the ordinary course of business must be filed as Form 10-K exhibits. Examples of required exhibits includes material agreements with stock promoters, finders and investor relations firms.
If a contract was made in the ordinary course of business, it does not have to be filed unless it is material and is within one of the following categories:
•A contract with a director, officer or shareholder named in the report;
•A contract on which the company is substantially dependent;
•Any contract involving the acquisition or sale of property, plant or equipment for consideration exceeding 15% of the issuer’s fixed assets;
•Any material lease; or
•A management contract or compensatory plan for a director or executive officer that is not generally available to all employees.
All material contracts filed must include any and all exhibits and schedules attached to the contract unless confidential treatment is being requested for information in the exhibit or schedule.
For further information about this securities law blog 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.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
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