The firm is focused on providing differentiated healthcare knowledge and equity capital markets, equity research and mergers and acquisitions expertise to help its clients define and achieve their strategic and capital markets objectives. Leerink co-founded and was a member of the Board of Directors of Humedica, Inc. In the company was acquired by Optum, a subsidiary of UnitedHealth Group.
Background On June 17,we proposed to increase the number of events required to be disclosed on Form 8-K. Prior to the amendments being adopted today, Form 8-K required disclosure regarding nine different specified events.
In response to these proposals, we received approximately 85 comment letters from various constituencies, including investors, issuers, accounting firms, law firms and associations representing the interests of such constituencies.
Under the previous Form 8-K regime, companies were required to report very few significant corporate events. The limited number of Form 8-K disclosure items permitted a public company to delay disclosure of many significant events until the due date for its next periodic report.
The revisions that we adopt today will benefit markets by increasing the number of unquestionably or presumptively material events that must be disclosed currently.
They will also provide investors with better and more timely disclosure of important corporate events. These amendments also further the goals of Section of the Sarbanes-Oxley Act.
At the same time, we have taken into account a number of important comments on the proposals by adopting a modified version of the proposed Form 8-K amendments.
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We also have addressed the concerns raised by several commenters regarding the length of the Form 8-K filing period by extending it beyond the originally proposed two business day Disclosure analysis of the kellogg company and significantly reducing the amount of analysis required by the specific items of the form.
Our general rules, however, prohibiting material omissions that make the contents of the disclosure misleading, of course, continue to apply. Discussion of Amendments A. Shortened Form 8-K Filing Deadline and Availability of Form 12b The amendments to Form 8-K require issuers that are subject to the reporting requirements of Section 13 a and Section 15 d of the Exchange Act, other than foreign private issuers that file annual reports on Form F 24 or F, 25 to file required current reports on Form 8-K within four business days of a triggering event.
Thus, the proposals would have permitted a four business day filing period whenever a company filed a Form 12b We received numerous comments and recommendations regarding appropriate filing deadlines.
Similarly, we received mixed comments on the Form 12b proposal. Thus, we are not adopting the proposal to extend the Form 8-K filing deadline via Form 12b Rather, we are adopting a four business day deadline for Form 8-K, with no provision for extension under Rule 12b Reorganization of Form 8-K Items Because we are adding a number of new items to the form, we believe it is appropriate to organize the required reportable items into topical categories.
Commenters generally supported such reorganization. The amendments organize the Form 8-K items under the following section headings and with the following new numbering system: For example, the Form 8-K item permitting voluntary disclosure of "other events" that was formerly designated as Item 5 now appears as Item 8.
Thus, anyone searching the EDGAR database for such filings made before and after the change will need to search for both Items 5 and 8. For example, a company amending a Form 8-K previously filed under former Item 2, Acquisition or Disposition of Assets, to add the required financial statements must reference new Item 9.
Expansion of Form 8-K Items We are adding eight new items to the list of events that require a company to file a current report on Form 8-K and transferring, in part, two items from the periodic reports. Based on our review of Form 8-K filings, as well as public comment letters, we believe that these items represent events that unquestionably or presumptively have such significance that current disclosure should be required.
These amendments will operate prospectively only. The item parallels Items b 10 of Regulation S-K 33 with regard to the types of agreements that are material to a company, a standard already familiar to reporting companies.
Disclosure of a material amendment may be required under Item 1. This could occur if, for example, the agreement was entered into prior to the effective date of this Item 1.
A company must disclose the following information upon entry into, or material amendment of, a material definitive agreement: The date on which the agreement was entered into or amended, the identity of the parties to the agreement and a brief description of any material relationship between the company or its affiliates and any of the parties, other than in respect of the material definitive agreement or amendment; and A brief description of the terms and conditions of the agreement or amendment that are material to the company.
We received substantial comment on this item at the proposing stage.Andy Enrico & Company We Know Idaho Real Estate What sets us apart from the "crowd"? Simply put, we like the details! A long established family operated firm, we know the success of any transaction depends on how the details are handled.
At Leerink Partners, we share a common desire to achieve the highest level of success for our clients. We pride ourselves on being the most focused and passionate healthcare investment banking professionals. pfmlures.com: News analysis, commentary, and research for business technology professionals.
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