SEC Form 10-C: Reporting Changes in Shares & Issuer Names
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Summary:
SEC Form 10-C, a filing required by companies quoted on the NASDAQ interdealer quotation system, served to report changes in outstanding shares exceeding 5% or changes in the issuer’s name. Governed by Rule 13a-17 and 15d-17 of the Securities Exchange Act of 1934, companies had to submit this report within 10 days of effecting changes. The form, discontinued in 1997, included fundamental issuer information, details of share changes, and the means by which changes occurred.
What is SEC form 10-C?
SEC Form 10-C was a mandatory filing by companies with securities quoted on the NASDAQ interdealer quotation system. Its purpose was to notify the Securities and Exchange Commission (SEC) of significant changes in outstanding shares exceeding 5% or changes in the issuer’s name.
Understanding form 10-C
Regulated by Rule 13a-17 and 15d-17 of the Securities Exchange Act of 1934, SEC Form 10-C mandated reporting within 10 days of implementing changes. It required basic issuer information, details of share changes, and the method through which changes occurred.
The form necessitated issuer details, security name specification, pre-change and post-change outstanding share counts, and the effective date of change. Additionally, it demanded disclosure of the means by which share changes transpired, such as through merger, acquisition, distribution, or stock split, alongside a brief description of the transaction.
Example of SEC form 10-C filing
An instance of Form 10-C filing involved Steris Corporation in 1996, recording an increase in common shares from 17,943,860 to 33,129,301, effective May 13, 1996. This change stemmed from a merger with AMSCO International, Inc., where each AMSCO International common share was exchanged for a share of Steris Corporation common stock.
Furthermore, Form 10-C required reporting of any name changes, including the prior and post-change names, effective date of the charter amendment facilitating the change, and, if applicable, the date of shareholder approval for the name alteration.
Frequently asked questions
Why was SEC form 10-C discontinued?
SEC Form 10-C was discontinued in 1997 due to changes in regulatory reporting requirements and the evolution of electronic filing systems. The SEC transitioned to alternative forms and reporting mechanisms to streamline the process and enhance efficiency.
Did SEC form 10-C cover all types of changes in outstanding shares?
SEC Form 10-C specifically addressed changes in outstanding shares exceeding 5% or changes in the issuer’s name. However, it may not have encompassed all potential scenarios, leading to the need for supplementary filings or disclosures in certain cases.
Were there any penalties for non-compliance with SEC form 10-C filing requirements?
Failure to comply with SEC Form 10-C filing requirements could result in regulatory sanctions, fines, or legal repercussions. Companies were obligated to adhere to SEC regulations governing reporting and disclosure to maintain transparency and regulatory compliance.
Key takeaways
- SEC Form 10-C was a mandatory filing for companies quoted on the NASDAQ interdealer quotation system, used to report significant changes in outstanding shares or issuer names.
- Regulated by Rule 13a-17 and 15d-17 of the Securities Exchange Act of 1934, Form 10-C mandated reporting within 10 days of implementing changes.
- The form provided essential issuer information, details of share changes, and the method through which changes occurred.
- Companies had to weigh the administrative burden of filing Form 10-C against the benefits of enhanced transparency and regulatory compliance.
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