SUMMARY: We propose to require a company's principal executive officer and principal financial officer to certify that, to their knowledge, the information in the company's quarterly and annual reports is true in all important respects and that the reports contain all information about the company of which they are aware that they believe is important to a reasonable investor. In addition, we propose to require a company to maintain procedures to provide reasonable assurance that the company is able to collect, process and disclose the information required in the company's quarterly and annual reports, as well as current reports on Form 8-K, and also to require periodic review and evaluation of these procedures. We believe that it is important both to the quality of disclosure and investor confidence for a company's principal executive officer and principal financial officer to provide the proposed certification and for companies to maintain procedures that enable the company to satisfy its disclosure obligations under the federal securities laws and that are subject to periodic evaluation by senior management.
Summary: We propose to add 11 new items that would require a company to file Form 8-K under the Securities Exchange Act of 1934. In addition, we propose to move two disclosure items currently required to be included in companies' annual and quarterly reports to Form 8-K and to amend several of the existing Form 8-K disclosure items. We also propose to shorten the filing deadline for Form 8-K to two business days after an event triggering the form's disclosure requirements. Currently, the filing deadline is five business days or 15 calendar days after the triggering event, depending on the nature of the event. Finally, we propose to create a new safe harbor for certain violations of the Form 8-K filing requirements and to grant an automatic two business day extension of the filing deadline to companies providing proper notice on Form 12b-25 of an inability to timely file a particular Form 8-K. We propose these amendments to provide investors with better and faster disclosure of important corporate events.
und hier:
www.sec.gov/news/press/2002-88.htm
