Money Library
Most Common Filings
Registration Statements: Form 10-12B/A
Form 10-12B/A is an amendment to 10-12B, the registration statement that companies must file when they issue new stock in a spinoff. Worth scanning, especially if it contains SEC concerns.
MoneyWatch Ratings:
- Timeliness:
- Ease of Translation:
- Brevity:
- Don’t Miss: Amendments in response to an SEC staff comment letter, which may indicate that the changes are significant.
Form 10-12B/A is an amendment to 10-12B, the registration statement that companies must file when they issue new stock in a spinoff. Though usually such amendments are nothing more than boilerplate corrections of the original form, they are worth scanning in case the change is significant.
The Rules
Amendments must be filed when a previous Form 10-12B is found to have errors. The error can be a simple typographical mistake noticed by an auditor or company officer a revised financial statement, or more serious problems discovered by the SEC.
What to Look For
There’s no specific format to a 10-12B/A, so there is no one-size-fits-all answer to know what to look for. It could be the whole Form 10 all over again with new data sprinkled throughout, which may or may not be listed or highlighted, or it could be one sheet of paper with an employee agreement and a signature.” Most amendments are technical in nature, says Philadelphia corporate attorney Richard Silfen. “It could be a simple typo,” he says. “When you see it you fix it.” But he adds that in some cases the amendments are more significant, such as when an auditor notices financial information is misstated. Likewise, the SEC occasionally requests more information, which would come in an amendment. Even those issues usually are technical, but they may raise important issues for investors.
In addition, 10-12Bs are sometimes released without all the required information; instead a company reveals the new details later by filing amendments. They could include employee stock offers, benefit plan details and other pro forma matters.
MoneyWatch TalkbackShare your ideas and expertise on this topic
Subscribe to this discussion via Email or RSS
-
1
mageyoulook
RE: Registration Statements: Form 10-12B/A
It is interesting to learn about what is required to issue new stock in a spinoff. This helped be get a better understanding about Form 10-12B/A.
Facebook Activity
Widely Held Stocks
MoneyWatch Blogs
- Jane Bryant Quinn | Make the Most of Your Money
- Eric Schurenberg | Financial Independence
- Jill Schlesinger | Jill on Money
- Jerry Edgerton | Cars and Money
- John Keefe | The Macro View
- Carla Fried | The Daily Money
- Mark Thoma | Maximum Utility
- Stacey Bradford, Sarah Lorge Butler | Family Finance
- Ilyce Glink | Home Equity
- Marlys Harris | The Consumer Reporter
- Dan Kadlec | Bank of Dad
- Kathy Kristof | Devil in the Details
- Lynn O'Shaughnessy | The College Solution
- Farnoosh Torabi | You're So Money
- Ron Brown | Power Plays
- Robert Pagliarini | Your Other 8 Hours
- Amy Levin-Epstein | On the Job
- TheLadders | Career Management
- Dan Burrows | Investment Insights
- Conrad deAenlle | Against the Grain
- Nathan Hale | Mutual Fund Insider
- Allan Roth | The Irrational Investor
- Larry Swedroe | Wise Investing
- Charlie Farrell | Retirement Roadmap
- Ray Martin | What Works
- Steve Vernon | Money for Life