New Form 8-K Requirements: Changes Effective November 7, 2006

Ettore A. Santucci, Marian A. Tse, Lisa R. Haddad, John O. Newell, Antonio G. Gomes and Daniel P. Adams

Earlier this year the Securities and Exchange Commission amended the reporting requirements of Form 8-K in conjunction with other amendments affecting disclosure of executive compensation and corporate governance. These amendments are summarized in Goodwin Procter’s respective September 2006 Client Alerts: "SEC Adopts Sweeping Changes to Executive Compensation Disclosure Rules" and "SEC Amends Related Person Transaction, Corporate Governance and Form 8-K Disclosure Requirements".

The effective date of these amendments is November 7, 2006. In the case of the Form 8- K amendments, the new requirements apply to reportable events occurring on or after November 7, 2006. The purpose of this alert is to provide a concise description of the changes in the Form 8-K so that public companies can make appropriate changes in their disclosure controls and procedures. Companies must file