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Useful Definitions

SEC Forms

The SEC requires many types of formal statements and reports to be filed by all public companies. These must be filed electronically and can usually be found on the SEC's Edgar database (http://www.sec.gov/cgi-bin/srch-edgar).

The federal government requires many more types of registration filings than are shown below. These represent but a few of the most useful and a number of them will trigger automatically. As a result, you do not need to specify the form number in any of your triggers. Your normal company name and/or symbol trigger should be sufficient.

If /A is appended to the Form number it indicates an amendment to a previous filing.
 

Insider Trade Forms
What is a Form 3 filing?

An initial filing statement made by every director, officer or shareholder with holdings of 10% or more. Also flags the person's relationship to the company.

What is a Form 144 filing?

Intent of an insider to sell restricted or unregistered stock. Provides useful business intelligence, especially if multiple insiders file this form around the same time. The filing is due at least 3 days prior to the sale of the security.

What is a Form 4 filing?

Statement of change filing, usually associated with the actual insider sale or purchase of the security. Every director, officer or shareholder with holdings of 10% or more files a Form 4.


 
Miscellaneous Filings
What is a Form 8-K filing?

This filing reports unscheduled corporate changes or significant events that could be important to the SEC or shareholders. Typical examples include acquisitions, resignations of directors, etc. This is a very useful report.


 
Company Registration Statements
What is a Form 10-Q filing?

Company's quarterly report publicly detailing its financial performance in the prior 3-month period. The filing is due within 45 days of each of the first 3 quarters, with no required filing for the fourth quarter.

What is a Form 13F-HR filing?

Holdings report. Can provide insight into the largest owners of the security and changes in their positions.

What is a Form 10-K filing?

This is a company's annual report that provides a comprehensive overview of the company during the preceding year. The filing is due within 90 days of the close of the company's normal fiscal year. It contains information about the company like history, organization, financial performance/data, officers of the company, competition and executive compensation.

What is a Schedule 13D filing?

Schedule 13D discloses beneficial ownership of certain registered equity securities. Any person or group of persons who acquire a beneficial ownership of more than 5% of a class of registered equity securities of certain issuers must file a Schedule 13D reporting such acquisition together with other specified information within ten days after such acquisition. Note: The Commission's rules define the term "beneficial owner" to be any person who directly or indirectly shares voting power or investment power (the power to sell the security).


 
Initial Public Offerings or Mergers
What is an S-1 statement?

This is a registration statement submitted by a private company to file its intent to go public.

What is an S-4 statement?

This statement is submitted for the registration of securities issued in business merger or acquisition transactions.


 
Employee Benefit Plans
What is an S-8 statement?

This statement is submitted when securities are to be offered to employees as benefit plans such as stock options.


Other Definitions

Bankruptcy Definitions
What is Chapter 7?

Allows an individual to keep certain exempt property while the remaining property is sold to repay creditors.

What is Chapter 11?

Allows a business to continue operations while formulating a plan to repay its creditors.

What is Chapter 12?

Allows a plan to be worked out to meet the needs of financially distressed family farmers.

What is Chapter 13?

Allows creditors to be repaid in installments, in full or in part, over a 3 to 5 year period.


 
Stock Warrant
What is a warrant?

A warrant (also known as a "stock-purchase warrant") is a type of security that gives you the right to purchase an amount of common stock in the future at a set price (which will usually be higher than the current market price at the time the company issues the warrant). You can buy or sell warrants in the open market on many of the major exchanges. Some warrants last indefinitely; others have a specified expiration date.


 
Shelf Registration
What is a shelf registration?

A shelf registration allows a company to prepare its registration materials but then delay making an offering of new securities for up to 2 years. The company can keep the registration "on the shelf" and go to market quickly as the need for new capital arises or as market conditions become favorable for an offering.


 
Short Selling
How do "short sales" work?

A short sale (or "short selling") is generally the sale of a stock you do not own. You might decide to sell short if you believe the price of the stock will soon fall. If you're right and the price drops, you can buy the stock at the lower price before settlement and make a profit. But if the price of the stock rises and you're stuck buying it at the higher price, you will incur a loss.

When you sell short, your brokerage firm loans you the stock. The stock you borrow comes from either the firm's own inventory, the margin account of another of the firm's clients, or another brokerage firm. As with buying stock on margin, your brokerage firm will charge you interest on the loan, and you are subject to the margin rules. If the stock you borrow pays a dividend, you must pay the dividend to the person or firm making the loan.


 
Junk Bonds
What is a junk bond?

Junk bonds (also known as "high-yield", "high-risk", and "below investment grade" bonds) are bonds that have a credit rating of BB or below. Bonds that have a "junk" rating are often issued by companies or municipalities that have a bad or uncertain credit rating.


 
Overbought / Oversold
What is an "overbought" or "oversold" stock?

"Overbought" stock describes a stock that has had a recent sharp increase in price and may be considered to be over-valued. "Oversold" stock describes the opposite situation (i.e., the stock's price has fallen dramatically, and the stock may be considered under-valued).


 
Spreads
What is a "spread"?

The "spread" is the difference between the "bid" price and the "ask" price on over-the-counter market securities. The term "bid" refers to the highest price a market maker will pay at any given time to purchase a specified number of shares of a stock. The term "ask" refers to the lowest price at which a market maker will sell the stock.


 
Curbs
What are "curbs"?

"Curbs" are used to describe when trading is curtailed. A trading curb is a temporary restriction in trading in a particular security, usually to reduce dramatic price movements. The securities and futures markets have circuit breakers that provide for brief, coordinated, cross-market trading halts during a severe market decline as measured by a single day decrease in the Dow Jones Industrial Average (DJIA). There are three circuit breaker thresholds (10%, 20%, and 30%) set by the markets at point levels that are calculated at the beginning of each quarter.


 
Private Placement
What is a private placement?

The sale of securities made directly to institutional investors, such as banks, mutual funds, insurance companies, pension funds, and foundations. It does not require SEC registration, provided the securities are bought for investment purposes rather than resale, as specified in the investment letter.