Material Agreement 8-K

An 8K is a report on significant unsused events or business changes that could be of importance to shareholders or the Securities and Exchange Commission (SEC). The report, also known as Form 8K, informs the public of events, including acquisitions, bankruptcies, resignations of directors, or changes during the fiscal year. Issue: A critical final agreement contains a notice provision that requires 180 days` notice. The counterparty shall give the declarant written notice. Even if the registrant intends to negotiate with the opposing party and it is in good faith that the contract will ultimately not be terminated, is an item 1.02 form 8-K necessary if the registrant receives the corresponding prior notification? Answer: Yes, because it contains essential non-public information on its operating results for a closed operating period. The adjusted earnings margin shown would be subject to the requirements of paragraph 2.02, which apply to non-GAAP financial ratios. [11 January 2010] Answer: Point 2.03 requires the disclosure of a direct financial obligation essential for the declarant. The main thing is a determination of facts and circumstances. The question whether the financial commitment is refinancing on similar terms is a similar fact; the amount of the commitment is different. Based on other facts and circumstances (including, but not limited to, factors such as the current impact on covenants, debt liquidity and capacity, and other debt requirements), a registrant may conclude that a financial commitment is not essential in this situation.

[2 April 2008] Question: A company publishes its earnings communication after the close of the stock market and holds a duly respected conference call two hours later to discuss its earnings. This conference call contains essential undisclosed information of the type described in point 2.02 of Form 8-K. Due to this date, the company is unable to present its results on a Form 8-K prior to the conference call. Accordingly, the company cannot invoke the exemption from the obligation to provide the information during the conference call on a Form 8-K. What should the company submit for its conference call? 206.01 Point 2.02(b) provides that a Form 8-K is not required to notify the disclosure of essential non-public information communicated orally, by telephone, webcast, radio or otherwise, if such presentation is, inter alia, complementary to a written notification or publication provided on a Form 8-K in point 2.02; within 48 hours. This 48-hour safe harbor is designed to the letter and does not correspond to two working or calendar days. [2. With regard to the income statement, the assets and purchase price comparators mentioned in the first three signs above, a basic rule used by some practitioners is that if one or more of these comparisons exceed 5% or 10% (there are differences of opinion on the appropriate threshold, 5% being more conservative), this can be seen as an indicator of (recognized) importance, that qualitative factors are also relevant.”. . . .