When is a Foreign Private Issuer Required to File Form 6-K?

Form 6-K

Foreign Private Issuers that are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, (the “Exchange Act), must provide periodic reports to the Securities & Exchange  Commission. These include an annual report on Form 20-F or 40-F and current information reports on Form 6-K  if such information is “material” to the Foreign Private Issuer:

  • Information made or required to be made to the public under the law of the Foreign Private Issuer’s domicile, organization or incorporation,
  • Information filed or required to be filed with a securities exchange on which the Foreign Private Issuer’s securities are traded, and information had been made public by the exchange,
  • Information distributed or required to be distributed to the Foreign Private Issuer’s shareholders, and
  • Filings made with the SEC on Form 6-K are deemed to be “furnished” and not “filed” for purposes of liability under Section 18 of the Exchange Act. Section 18 of the Exchange Act provides a private cause of action to a person who, relying on a misleading statement or omission in an Exchange Act filing, buys or sells a security at a price affected by the statement or omission.

Information is “material” to the Foreign Private issuer if it relates to any of the following:

  • Changes in business.
  • Changes in management or control.
  • Acquisitions or dispositions of assets.
  • Bankruptcy or receivership.
  • Change in accountants.
  • Results of operation or financial condition.
  • Material legal proceedings.
  • Changes in securities.
  • Changes in security for registered securities.
  • Defaults on senior securities.
  • Material changes in the amount outstanding of securities or indebtedness.
  • Results of voting by security holders on an issue submitted to them.
  • Transaction with directors, officers or key security holders.
  • The granting of options or other remuneration to directors or others.
  • Any other information the foreign private issuer considers to be materially important to security holders.

Information included in an SEC Form 6-K must be submitted in English. If the original document to be submitted is in a foreign language, a full English translation or summary of the document must be provided.

For more information about SEC Form 6-K, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real South, Suite 202 North, Boca Raton, FL, (561) 416-8956, or by email at [email protected].  This Form 6-K information is provided as a general or informational service to clients and friends of Hamilton & Associates Law Group, P.A. and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.  Please note that prior results discussed herein do not guarantee similar outcomes.

Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Going Public Attorney
101 Plaza Real South, Suite 202 North
Boca Raton, Florida 33432
Telephone: (561) 416-8956
Facsimile: (561) 416-2855