Form 8-K Drafting and Filing

Summary

This practice note discusses drafting and filing a current report on Form 8-K with the U.S. Securities and Exchange Commission (SEC). Every company that either has a class of securities registered under Section 12 (15 U.S.C. § 78l) of the Securities Exchange Act of 1934, as amended (Exchange Act), or is required to file reports under Exchange Act Section 15(d) (15 U.S.C. § 78o), must file current reports on Form 8-K. As a practical matter, the Form 8-K filing obligation applies to U.S. entities (typically corporations), although foreign issuers that voluntarily adopt the reporting regime for U.S. entities or are compelled to do so because they fail to qualify as a foreign private issuer, may also file current reports on Form 8-K.