Advisories

New Rules Require Public Companies To File Form 8-K Within Four Business Days Of A Triggering Event

July 2004

Following the surprising disclosures regarding Enron, WorldCom, etc. and the widespread criticism that the security laws disclosure requirements were "too little–too late," Congress adopted Section 409 of the Sarbanes-Oxley Act of 2002 requiring public companies to disclose "on a rapid and current basis" material information regarding changes in a company’s financial condition or operation as required by the Rules of the Securities and Exchange Commission.

On March 16, 2004 the SEC issued Final Rules amending the Form 8-K. These amendments, effective August 23, 2004, significantly increase the disclosure items and shorten reporting time. As a consequence, beginning August 23, 2004, public companies must generally file an 8-K for expanded disclosure items within four business days of a triggering event.

We are issuing this Advisory to remind our clients of these impending changes and urge them to alert appropriate personnel and institute procedures so that new disclosure items will be timely identified and reported. Failure to comply with these enhanced "real time" disclosure requirements could adversely affect officer certifications required under Section 302 of the Sarbanes-Oxley Act and evaluations of disclosure procedures and internal controls required under Items 307 and 308(c) of Regulation S-K.