What Is the SEC Form 6-K?
The SEC Form 6-K is a form that foreign private issuers of securities are required to submit, pursuant to stated rules in the Securities Exchange Act of 1934. The Form 6-K, or“Report of Foreign Private Issuer Pursuant to Rules 13a-16 and 15d-16,” is administrated by the Securities and Exchange Commission (SEC). SEC Form 6-K is a cover page for foreign issuers making filings with the SEC.
Key Takeaways
- SEC Form 6-K is required as a cover page for foreign issuers filing reports, such as annual financial reports, with the Securities and Exchange Commission (SEC).
- The purpose of SEC Form 6-K is that it relieves the burden of dual reporting for certain non-U.S. issuers.
- The 6-K is also a catchall for material information that arises in between annual and quarterly financial reports.
- Apart from annual reports, the 6-K is the only form required of foreign issuers and must be submitted in English.
Understanding SEC Form 6-K
When a non-U.S. issuer files an annual, semi-annual,or quarterly financial report with the regulators in its home country, it must submit a cover statement on the foreign filings to the Securities and Exchange Commission (SEC). The cover statement is known as the SEC Form 6-K, which relieves the burden of dual reporting for certain non-U.S. issuers who must file under these rules.
Since any information that a foreign company issues to its local securities regulators, investorsor stock exchange must also be submitted on the Form 6-K, the 6-K is a catchall for material information that arises in between annual and quarterly financial reports, which are also submitted to the SEC.
Information is considered material to a foreign private issuer if it involves a change in business,change in management or control,material changes in the outstanding number of securities,change in accountants,changes in securities,bankruptcy or receivership,material legal proceedings,etc.
For example, for the period ended January 26, 2018, GlaxoSmithKline PLCfurnished a 6-K report. The report provided material information that the Committee for Medicinal Products for Human Use (CHMP) had issued a positive opinion recommending marketing authorization on one of the company’s vaccines, Shingrix, used for the prevention of shingles.
Special Considerations
Through SEC Form 6-K, a foreign private issuer provides communications and material information that is made public in its home country,filed with and made public with its country's stock exchange on which its securities are traded, ordistributed to security holders.
This form essentially promotes cross-border information sharing by allowing U.S. investors in foreign securities to have the same access to information that investors in the foreign company's home market are receiving. The information on the form ensures that investors are aware of information the issuers distribute outside of the U.S. This transparency of information is one of the most important ingredients for an orderly and fair market.
Filings made with the SEC on Form 6-K are deemed to be “furnished” and not “filed” for purposes of liability under Section 18 of the Exchange Act, which creates a private right of action against persons for false and misleading statements of material fact in documents “filed” pursuant to the Exchange Act.
Requirements for SEC Form 6-K
SEC 6-K forms often include duplicate copies of the foreign private issuer’s latest financial reports, such as income statements, balance sheets, and cash flow statements. Apart from annual reports, the 6-K is the only form required of foreign issuers and must be submitted in English.
If the original document to be submitted is in a foreign language, a full English translation or summary of the document must be provided. Foreign issuers submit Form 6-K to the SEC electronically through the SEC’s EDGAR (Electronic Data Gathering, Analysis and Retrieval) system. A filing that shows "6-K/A" is an amended Form 6-K, filed when material information changes.
