SEC Staff Issues Frequently Asked Questions Relating to New Form 8-K Rules

The Securities and Exchange Commission implemented new rules effective August 23, 2004 that expanded Form 8-K disclosure requirements and shortened the deadlines for filing Form 8-Ks as discussed in detail in our July 2004 Bulletin, "Effective Date Approaching for SEC Rules Expanding Disclosure Requirements and Accelerating Filing Deadlines for Form 8-Ks." The new Form 8-K rules spawned many interpretative questions. On November 23, 2004, the Staff of the Division of Corporation Finance of the SEC issued responses to 30 frequently asked questions regarding the implementation and interpretation of the new Form 8-K rules. Companies should carefully review these FAQs because the Staff's interpretations may be different than the approach that companies have been following with respect to filing of Form 8-Ks and exhibits to Form 10-Qs and Form 10-Ks, particularly in the area of director and executive officer compensation matters.