Jan Bissett is a Reference Librarian in the Bloomfield Hills, Michigan office of Dickinson Wright PLLC. She is a past president of the Michigan Association of Law Libraries and has published articles on administrative and research related topics in the Michigan Association of Law Libraries Newsletter and Michigan Defense Quarterly. She and Margi Heinen team teach Legal Information Sources and Services for Wayne State University’s Library and Information Science Program in Detroit, Michigan.
Margi Heinen is the Librarian at Jaffe, Raitt, Heuer & Weiss in Detroit, Michigan. She teaches Legal Resources at the University of Michigan’s School of Information and is team teaching with her co-columnist, Jan Bissett, at Wayne State University’s School of Library and Information Science. She regularly does Internet training of legal staff at her firm and recently collaborated with Kathleen Gamache on an I.P.E. presentation, Internet Stategies for the Paralegal in Michigan. She is active in the Law Librarians of Metro Detroit and is a member of the American Association of Law Libraries.
After years of legal research experience, some of it retrieving and searching SEC documents, a request of “Find me an F-4 that…..” still starts my heart racing and I panic momentarily as I wonder if I can remember what an F-4 is. Those of us who do not create or search SEC filings on a daily basis often feel uncomfortable when faced with this huge body of potentially valuable, but confusing literature. Gloria Miccioli’s excellent article The Internet and Company Research, featured earlier this month here at LLRX.com, describes a number of Web sites useful for company information including SEC filings. Before jumping into full scale company research, however, you may find a need for descriptions of what specific SEC filings contain.
The SEC provides a helpful overview of its most common corporate filings in Descriptions of SEC Forms. This guide carries the caveat that 17 CFR 200 et seq contains the official (and detailed) description of required SEC filings, but the brief descriptions contained at the web site are useful for those researchers who need to confirm what each form is likely to contain.
Familiar SEC documents providers often assist users with forms lists and contents descriptions. Disclosure’s SEC Filings Guide provides information typically found in key SEC filings. The Document Content Overview lists “Report Contents” always or frequently included as well as those included in special circumstances in selected filings (10-K, 20-F, 10-Q, 10-C, Prospectus, Proxy, Annual Reports to Shareholders). FreeEDGAR, now Edgar-Online, provides a forms list with very brief descriptions; access to this list of form definitions is still free. The list is arranged by type of form, so you may need to search the list if you do not already know which forms are registration, quarterly reports, annual reports and so on. Additional guides/publications including a guide to international filings is available from Primark’s Guidebooks and Other Communications. Bowne’s Corporate Forms I and II provide a more detailed description of SEC forms familiar to the users of the Red Box Service, Booklets Under the Rules and Regulations of the Securities and Exchange Commission.
For those researchers in public libraries or who would like plain english explanations of some forms Morningstar offers a quick tutorial in SEC forms. The descriptions of major forms are clear and describe the forms’ usefulness and filing frequency. This tutorial also describes which forms may provide specific information such as the company’s competition (10-K, S-forms) or financials (10-K, 10-Q).
For those more familiar with legal research tools, Zimmerman’s Research Guide includes “Forms” as part of the guide section on the Securities and Exchange Commission and the Securities Lawyers Deskbook from the Center for Corporate Law maintains lists of selected forms prescribed under the ’33 and ’34 Securities Acts with very brief description/titles of these forms. Legal encyclopedias and corporate treatises also provide a more detailed description or discussion of these forms and their contents. CCH’s Federal Securities Law Reports has lengthy sections on each form. LexisNexis®, Westlaw® and Dialog often offer specialized training classes to their users, marketing the availability of SEC documents while providing search tips on using the databases and exploring their contents to the best research advantage. If you subscribe to LiveEdgar (Global Securities Information), you may access their Quick Reference Guide with a Form Type and Description of Form as well as a listing of the Type of Material included in Specific Exhibits – this reference guide is also distributed in their training materials as a laminated sheet.
Phew!!!, my heart rate slows as I post this “cheat sheet” on my office wall.