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SEC Filings from LexisNexis

The Securities and Exchange Commission was established on June 6, 1934 under the Securities and Exchange Commission Act, 1934. The U.S. Securities and Exchange Commission (frequently referred to as SEC) is an independent agency which holds primary responsibility for enforcing the federal securities laws and regulating the securities industry, the nation's stock and options exchanges, and other electronic securities markets in the United States.

This database contains SEC filing since 1993, as well as selected paper filings in either full-text or abstract format from 1985.

The Annual Report to Shareholders (ARS) is the principal document used by major corporations to communicate directly with their shareholders. The ARS is not a required SEC filing, but contains information (usually annual financial statements) that are referenced by the company's 10-K filing. Also included in most annual reports is information about the company's business, sales and marketing and analysis of the company's condition made by the CEO. With the advent of electronic filing, most companies have chosen not to file these documents with the SEC. This source contains all of the annual reports filed electronically.

The Securities and Exchange Commission requires all publicly-held U.S. companies to file reports disclosing their financial condition, results of operations and any other information that is of significance to investors. The SEC Proxy Statements (PROXY), contains information about these filings.

Proxy statements provide official notification to a company's shareholders of matters to be voted upon at the company's annual meeting. A vote of shareholders may be required for many things, but election of company directors, executive compensation plans as well as significant other proposals such as changes to bylaws are often brought to a shareholder vote. Updated financial statements often included with a proxy statement.

Each filing made with the SEC may include a number of exhibits in addition to the original form (such as Form 10-K). Each of the exhibits is stored in the EDGAR Online database as a separate document, allowing more focused searching
and retrieval. This file contains exhibits filed as attachments to 10-Ks, 10-Qs, 8-Ks, Proxy Statements, and Registration Statements.

The SEC Prospectuses (PROSP), contains information about these filings. The prospectus is a key document in the sale of securities that must be made available to investors before the sale of any security is initiated. The prospectus is first filed with the SEC as part of the offering registration. Once the registration has been approved, any changes required by the SEC are incorporated into the prospectus, a copy of which is then filed with the SEC as separate documents. The prospectus will normally include:

  • description of securities to be registered
  • use of proceeds
  • risk factors
  • determination of offering price
  • potential dilution
  • selling security holders
  • plan of distribution
  • interests of named experts and counsel
  • information with respect to registrant:
    • description of business
    • legal proceedings
    • market price and dividends on common equity
    • financial statements
    • management discussion and analysis
    • changes in and disagreements with accountants
    • directors and executive officers
    • security ownership of certain beneficial owners and management
    • certain relationships and related transactions

Typically, several versions of a prospectus will be filed with the SEC, each one modifying and taking the place of its predecessor, including the preliminary or so-called "red-herring" prospectus filed with the original registration.


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September 13, 2010


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