SEC reporting, Securities law

1. 1 Research conducted by Arthur Mboue
Comprehensive Approach of Forms Related to Merger and Acquisitions
Form names Description of types of events triggering SEC filings Due Dates Interpretative
and filing
responsibility
Example
of filed
forms
Tenders and Acquisitions
SC13D  The 13D form must disclose information about the
identityand background of each filingperson, number of
shares, any plans,…
 Identifiesall parties with voting or sellingauthority,
passive investors must file 13D when their investment
stake exceed5% and stay between 5% to 10% of the
company’s stock
 Person ‘beneficiallyowns’any registered security if he
either has or shares direct or indirect power to vote, sell
or determine the disposition of that security. A person
is also deemed the beneficial owner of any securities
that such person has the right to acquire within sixty
days that means exercise of an option or conversion or
exchange of another security
 Section 13D filingrequirements also apply to any ‘group’
who beneficiallyowns 5% or more of a class of an
issuer’s equity securities. A group is formed when two or
more persons agree to act together to acquire, hold,
vote, or dispose securities.
 This includesintent to exercise some control over it
including an attempted hostile takeover
 An acquisition is not limited to a purchase
 The formation of a group may result in an acquisition of
the securities even if no purchase occurred
Due within
10 days
after
acquisition
(i.e the
trade date
rather
than the
settlement
date)
Bidder or new
owners
through
acquisition
(public or
private), gift or
heritage
13d.doc
SC13G 13G form is a much abbreviated version of 13D form. It is
only available for use by a limitedcategory of "persons"
(such as banks, broker/dealers, and insurance companies)
only when the securitieswere acquired in the ordinary
course of business and not with the purpose or effect of
changing or influencing the control of the target. This is an
annual filingwhich must be filedby passive investors, bidder
or non bidder, when their investment exceeds10%.
 If the investor beginsto exert some influence or control
over a company, then SC 13D must be filedinstead
 Groups of qualifiedinstitutions and parents or control
persons of qualifiedinstitutionsmaybe themselves
qualifiedinstitutional investors
Within 45
days of the
end of the
calendar
year after
5% AND
within 10
days of the
end of the
calendar
month
after 10 %
(qualified
Beneficial
owners or
Bidder
through
acquisition
(public or
private), gift or
heritage
aet13g.doc

2. 2 Research conducted by Arthur Mboue
 A passive investor must hold lessthan 20 percent of a
class of equity securities
 Two types of exempt investor, persons exempt pursuant
to Section 13(d)(6) and persons who acquired beneficial
ownership of more than 5 percent of a class of equity
securities that were not registered at the time of the
acquisition but subsequently were registered, normally
are not required to file Schedule 13D
institution
al
investor)
Within 10
days of the
acquisition
(Passive
investor)
Due within
45 days
after the
end of
each
calendar
year
(exempt
investors)
SC13E-3 SC 13E-3 form must be filedby certain persons engaging in
"going private" transactions. The schedule must be filedby
any company or an affiliate of a company who engages in a
business combination, tender offer, or stock purchase that
has the effect of causing a class of the company's equity
securities registered under the 1934 Act (1) to be heldby
fewer than 300 persons, or (2) to be de-listedfrom a
securities exchange or inter-dealer quotation system. The
filermust disclose detailedinformation about the
transaction, including whether the filer believesthe
transaction to be fair.
 The rule 13e-3(g)(2) exception is not a combination of
cash and stock
 Bidder must file a joint Schedule 13E-3/Schedule TO
where the transaction is both a tender offer and a going
private transaction. It must be filedwhen the form S-4
was initiallyfiled. The bidder should file an amended
schedule with a transmittal letter filedas exhibitwhen
the offer does commence
 Parent proposes to make the subsidiary whollyowned
The 20/30
days
before any
purchase
requireme
nts do not
apply. It
shall be
filedas
soon as on
the date
the tender
offer is
first
published
Issuer and
affiliate have
obligation to
comply with
Rule 13e-3.
Joint filingof
Acquisition
vehicle and
the
entity/person
who formed it
is permissible
so long as
each filing
person
individually
makes the
required
disclosures.
exhibit9910.doc

3. 3 Research conducted by Arthur Mboue
through the followingsequence: (1) a tender offer for
any and all of the subsidiary’s common stock, (2) file
Form 15 (3) after commencement, file a SC TO and SC
13e-3
 Rule 13e-3 (g)(1) provides exception from the
requirements to file SC 13e-3 for second step clean-up
transactions within one year of a tender offer provided
that the consideration offered in the second step is ‘at
least equal to the highest consideration offered during
such tender offer.
 This schedule is often followedby the filingof Form 15
(to terminate registration of a class of securities) and/or
Form 25 (to delist)
v
a
r
i
a
n
t
s
PRE13E3 This form is one variant of the schedule 13E3 filedas part of
proxy materials, initial statement- preliminary form
PRE13E3/
A
This form is an amendment to PRE13E3
DEF13E3 This form is filedas a part of proxy materials, definitive
materials
DEF13E3/
A
This form is an amendment to DEF13E3
SC13E-4F This schedule may be used by a Canadian foreign private
issuer that makes an issuer tender offer for its own equity
shares. U.S. citizens must hold less than 40 percent of the
class of shares subject to the tender offer. The calculation of
securities held by U.S holders shall be made as of the end of
the issuer’s last quarter or, if such quarter terminated within
60 days of the filingdate, as the end of the issuer’s preceding
quarter. It serves as a wraparound for the relevant Canadian
disclosure documents. The Canadian issuer must comply
with relevant Canadian tender offer regulations and Rule
13e-4(g) under the exchange Act. .
Must be
filedwith
the SEC in
electronic
format on
the EDGAR
within one
business
day of
being filed
in Canada
The Canadian
company is
accountable
for this filing
Schedule 13e-4F.d
SC 14D-1F Schedule 14 D-1F may be used by a Canadian companies if:
1. The issuer is incorporated or organized under the laws of
Canada or any Canadian province or territory and
qualifiesfor MJDS;
2. The issuer is making a cash tender or exchange offer to
US holder upon terms and condition not less favorable
than those offered to any other holder of the subject
securities
3. The target is not an ‘investmentcompany’ withinthe
meaning of the ICA of 1940
4. Have been subject to the continuous disclosure reporting
Must be
filedwith
the SEC in
electronic
format on
the EDGAR
system
within one
business
day of
3rd party
(Canadian
Companies) is
accountable
EX-1-14D-1F.do

4. 4 Research conducted by Arthur Mboue
requirements for the preceding 12 calendar months with
a Canadian securities regulatory authority and is in
compliance with those reporting requirements
5. Have a public float of outstanding equitysecurities held
by persons other than its affiliatesof US$ 75 millionor
more
6. Less than 40 % of the class of such issuer’s securities
outstanding that is the subject of the tender offer is held
by U.S holders. The calculation of securities held by US
holders shall be made as of the end of the issuer’s last
quarter or if such quarter terminated within 60 days of
the filingdate, as of the end of the issuer’s preceding
quarter.
7. Certain cross border cash tender and exchange offers for
securities of Canadian targets are eligible toreport in
accordance only with Canadian disclosure requirements
being filed
in Canada
SC14D-9 This schedule must be filedwith the Commission when an
interested party (bidder or acquiror) or its representative
makes a solicitation or offer to the target. The target makes
this filingwith a purpose to inform its shareholders about
the offer. The target must file the
solicitation/recommendation statement on Schedule 14D-9
with the SEC and deliveryit to its shareholders and the
bidder. Rule 14e-2 provides that the target must state the
position of the company after a board meeting. Optional
positions to the company include:
1. Recommends acceptance
2. Rejects the offer
3. Express no opinion and is remaining neutral toward
the offer; or
4. Is unable to take a position with respect to the offer
It must also state if the company or some of its executives
will tender their own shares. Exhibits include disclosure
materials, documents regarding conflicts of interest and
instructions to solicitors
 A variant of this form SC 14D9C is filedwhen the
communication is made prior to the commencement of
the tender offer
Due within
10
business
days of the
commence
ment of
the offer
Current
owners
(target) of the
shares or its
representative
SC 14D9.doc
SC14D-9F Schedule 14D-9F may be used by a Canadian foreign private
issuer or by any of its directors or officers when the issuer is
the subject of a tender offer filedon Schedule 14D-1F. The
schedule is used to respond to tender offers. The target
(Canadian company) must file this solicitation and
recommendation statement on Schedule 14D-9F with the
SEC and deliveryit to its US shareholders (lessthan 40
Due within
15
business
days of the
commence
ment of
the offer
Canadian
companies
(target) or its
representative
Exhibit 1.1,
14D-9F.doc

5. 5 Research conducted by Arthur Mboue
percent) and the bidder. It must state one of the 4 positions
of company about the proposed tender offer. It must also
state if the company or some of its executiveswill tender
their own shares.
When the target is the U.S company, the tender offer rules
under the Exchange Act will apply. If the only consideration
offered in the tender offer is cash and the acquirer is either
US or Canadian, the exemptionto the U.S tender offer rules
does apply so long as the target is Canadian and less than
40% U.S owned. If the target is a FPI, the acquirer has the
option of excludingthe U.S security holders of the target.
That means if it is 10% US owned, it is exemptfrom the
rules; if it is between 10 and 40 % U.S owned, the rules apply
to them with exception of the full dissemination rules.
Remember MJDS companies are special FPI with special
offering rules, these qualifiedCanadian issuers are permitted
to issue securities to US investors based on disclosure
documents prepared under Canadian law. They
1. File the registration form with the Canadian disclosure
documents to the appropriate Canadian regulatory body
2. File the same material with the SEC under cover of a
‘wrap around’ MJDS registration (with legends)
3. A registration form becomes effective immediately
because SEC will rely on the review conducted by
Canadian Regulators, but when does the SEC receive any
‘no objection letter’from FINRA (if applicable), I do not
have that answer. Another question mark is how they
deal with the fact that the Canadian shelf rules allow a
final receipt to be issuedbefore the offeringprice is
determined, I will find out
(or one
business
day of
being filed
in Canada)
SC14F1 Statement regarding changing in majority of directors
pursuant to rule 14f-1 under the Exchange Act in connection
with the change of control to be effectuated by the
appointment of new corporate officers and board of
directors. This form should be attached as Exhibit D ‘the
Rule 14f-1 information statement’ in connection with the
appointment of members of the Company’s board of
directors contemplated by Section 4.4 no later than two
Business Days after the Closing Date, and transmit the same
information statement to each of the Company’s
stockholders in compliance with Rule 14f-1.
A least 10
days prior
closing
date
Parent
(bidder) is
accountable
and should file
this form
2016feb10-vrdr_1
1.doc
SC14C/SC 14A This SC 14 form sets forth the disclosure requirements for
information statements. Generally, a company with
Parent
(bidder) is

6. 6 Research conducted by Arthur Mboue
securities registered under Section 12 of the 1934 Act must
send an information statement to every holder of the
registered security who is entitledto vote on any matter for
which the company is not soliciting proxies. Issuers file proxy
statements on Schedule 14A. If the company chooses not to
solicit proxies from its shareholders, it filesan information
statement on Schedule 14C form. A preliminary Schedule
14A or 14C is filedwith the SEC, who then reviews and
comments on the filing.Upon clearing comments, a
definitive Schedule 14A or 14C is filedand mailed to the
shareholders as of a certain record date. 10 days after filing
preliminary information on Schedule 14C if no SEC
comments are received, the issuer may file its definitive
information statement.
1. If you are filinga Schedule 14C for pre-merger or
acquisition recapitalization, you must provide all the
information required by items 11, 13 and 14 of Schedule
14A
2. Detailed information about a proposed merger whether
it is completed or not is found in the proxy statement on
SC 14 A or the information statement on SC 14C
accountable
PREM14A This is a preliminary proxy statements relating to merger or
acquisition. It provides security holders with sufficient
information to allow them to make an informed vote of an
upcoming securities holders’ meeting or to authorize a proxy
to vote on their behalf. It is constructed under Section 14(a)
of the SecuritiesExchange Act of 1934 with variants
including PREC14A, PRES 14A and PREN14A
50 days
before
meeting
formprem14a.do
v
a
r
i
a
n
PREC14A Preliminary proxy statements-contested solicitations.
PRES14A Preliminary proxy materials-Preliminary special meeting.
PREN14A Non-management preliminary proxy statements not
involvingcontested solicitations.
PRE14A Preliminary proxy statement not related to contested matter
or Merger and acquisition
PRER14A Revised Preliminarymaterials proxy solicitingmaterials
PRRN14A This is the non-management revised preliminary proxy
soliciting materials for both contested solicitations and other
situations.

7. 7 Research conducted by Arthur Mboue
t
s
DEFM14A This is for definitive proxy statement relating to merger or
acquisition.
40 days
before
meeting
DEFM14A.doc
DEFC14A This is for definitive proxy statement in connection with
contested solicitations.
DFRN14A Revised definitive proxystatement filedby non-
management.
DEFR14A This is the revisedproxy soliciting materials-definitive.
DEFA14A Additional proxy soliciting materials-definitive.
DFAN14A Additional proxy soliciting materials-definitive-filedbynon-
management.
DEFS14A This is for the definitive proxy statement for special meeting.
Different Pre-liminary and Definitive of 14C
v
a
r
i
a
n
t
s
PREC14C Preliminary information statements-contested solicitations
PREM14C Preliminary information statements relating to merger or
acquisition
Filed10
days
before any
definitive
Preliminary
Information Statem
PRES14C Preliminary information statements: preliminary special
meetings
PRER14C This form is to disclose revisedinformation statements
DEFM14C Definitive information statement relating to merger or
acquisition.
Filedthe
same day
they are
sent
Definitive
Information Statem
DEFC14C Definitive information statement - contested solicitations.
DEF14C All other definitive information statements furnished to
voting holding shareholders in non-voting situations with
variants including DEFM14C, DEFC14C, DEFA14C,...
DEFA14C Additional information statement materials-definitive.

8. 8 Research conducted by Arthur Mboue
DEFR14C Revised information statement materials - definitive.
DEFS14C Definitive information statement for special meeting.
Registrations
S-4 This form is required to be used to register securitiesin
connection with business combinations, mergers,
consolidations and exchange offers. Form S-4 must comply
with the item requirements contained in the instructions to
Form S-4 as well as Regulations S-K, S-X and M-A. Before
filingall these forms, a company counsel and SEC reporting
staff should search, track and review all comments letters
relating to offerings withinits industry, as well as comment
letters relating to transactions that are similar in type and
size. Form S-4 must state:
3. Summary of the fairness opinion in the prospectus and
any pre-existingrelationship betweenthe financial
advisor and the registrant that may affect the
impartiality of the financial advisor
4. Background and reasons for the merger is stated in the
prospectus detailing the chain of events leading up to
the merger
5. File as exhibitthe board books under item 4(b)
6. Financial projections and comparisons of similar
companies when making presentations to directors in
connection with merger negotiations
A form S-4 registration statement can be filedto convert an
existingcorporation into a trust that will have the same
assets and management as its predecessor. Two companies
can file a joint Form S-4 for a stock for assets acquisition
20 days
before
issuance
Issuer has
responsibility
for this filing
EX-99.2-S-4.do
F-80/8 This form is used to register securitiesin connection with
business combinations, reorganization and exchange offers
involvingforeign private issuers and requiring a shareholder
vote. Main requirements include:
1. Incorporation: Issuer is a FPI incorporated and organized
under the laws of Canada or any Canadian province or
territory and qualifiesfor MJDS status
2. Reporting: for exchange offer- the issuer has been
subject to the continuous disclosure reporting
requirement for the preceding 12 calendar months
immediatelypreceding the filingwith a Canadian
securities regulatory authority and is in compliance with
those reporting requirements; for business combination-
each participant has been subject to the 36 months
reporting history rule.
Must be
filedwith
the SEC in
electronic
format on
the EDGAR
system
within one
business
day of
being filed
in Canada
Issuers and
participants
are responsible
EX-4.1-F-80.do

9. 9 Research conducted by Arthur Mboue
3. Listing: for exchange offer-issueris listedon one of the 3
Canadian Exchanges (Montreal, Toronto and Senior
board); business combination-each participant meets12
months listing requirement
4. Target (successor): for exchange- issuer must meet the
incorporation test with US holders owning less than 25
%; for business combination-each participant must meet
the incorporation test with US holders owning less than
25%
5. Public Float: for exchange-issuer must meet the $75
Million or more public float test; for business
combination-each participant must meet the $75 Million
or more public float test
6. US holders-if the form is being used for an exchange
offer, securities must be offeredto US Holders and the
offer is not lessfavorable than those offered to any other
holder of the subject securities
7. Form 8, Form 80 and alternatives:
o Form F-80 is used where U.S holders own less
than 40% of the target
o Form F-8 is used where U.S holders own lessthan
25% of the target securities
o The calculation of securities heldby US holders
shall be made as of the end of the issuer’s last
quarter or if such quarter terminated within 60
days of the filingdate, as of the end of the
issuer’s preceding quarter.
o In the event that Forms F-8 and F-80 are not
available, there is a possibilityfor Form F-10 or F-
9 use
8. No reconciliation to US GAAP is required
9. Business combination (including takeovers) -Form F-8
and form F-80 may be used for businesscombination as
long as less than 40% of the securities to be issued by the
successor corporation will be receivedby U.S holders.
Prospectuses
424b5 This form is used when disclosing Canadian securities filings This
prospectus
is fileda
day after
Canadian
filing
e424b5.doc
425 This form is filedto disclose all correspondences and
communication relating to a proposed merger, acquisition or
other business combination transactions. It is also used to
disclose all related communication including press release,
roadshow presentation or similar announcement. It may be
Filedwith
the SEC on
the day of
the use
The issuer is
responsible
From 8-K, 425.d

10. 10 Research conducted by Arthur Mboue
filedseparately or as part of Form 8-K
N-14 This form is used as a registration of the securitiesof
management investment and business development
companies to be used in business combinations under the
Investment Management Act of 1940
60 days
after
The company
is responsible
Opinion and Cons
of Ropes & G
Notification of Late Filing
12b-25 This form is used as a notification of late filing by a reporting
company. The determination of inability of filing periodic
report when it is due will trigger the filing of this form. It is
entitled to relief, but must file the required report within five
calendar days (for a form 10-Q) or within fifteen calendar days
(for a form 10-K, 11K, or N-SAR)
No later
than one
day after
the due
date
The company
is responsible
Notification of La
Filing.doc
Tender Offer Registration
SC TO-T It is a tender offer statement by 3rd party. The 3rd party is
required to file one of 3 variants of the schedule TO form
called SC TO-T with “T’ standing for ‘3rd
party’. It is the 3rd
party that is tendering this offer
 SC TO-T can be ‘unsolicited’ meaning the target company’s
board is not consulted and shareholders are appealed to
directly
Must be
filedthe
day of the
offer
The reporting
company is
responsible
sentiosctot252016
-TO-T.doc
SC TO-C When the offer will result in a party owning more than 5% of a
class of the target company’s securities, then the acquirer
must file a schedule TO form. One of the 3 variants of SC TO
form is SC TO-C with ‘C’ standing for a written or oral
communication made by the bidder to the issuer or 3rd
party
about a proposed or planned offer.
 It may be filedseparately or as a part of a Form 8-K.
Regardless of what company makes the filing,the
document will be indexedunder the target or subject
company
Promptly
filed
The 3rd party is
responsible
EX-99.1-SC-TO-C
c
SC TO-I It is a tender offer statement by issuer. The issuer is required
to file one of 3 variants of the schedule TO form called SC TO-I
with ‘I’ standing for issuer. An issuer tender offer is also called
self- tender offer. This form is required to be used to disclose
a company repurchase of its own shares.
 This transaction, if completed, often results in the
company recapitalizing itself or even going private
Must be
filedon
the day of
the offer
The issuer is
responsible
mrcsctoinoo21820
-SC TO-I.doc
TA-1 This form is used to apply for registration as a transfer agent
or to amend such registration. It provides information on the
company’s activitiesand operations. It becomes effective
after 30 dates
Before to
perform
any duty
The agent is
responsible
SEC FORM TA-1.d

11. 11 Research conducted by Arthur Mboue
TA-2 This form is used by transfer agent registered pursuant to
section 17 A of the SEA of 1934 for the annual report of the
transfer agent activities. It becomes effective after 30 days.
Before to
perform
any duty
The agent is
responsible
SEC FORM TA-2.d
Periodic report
10-Q If a form 8-K triggering events occurs within 4 business days
before the company’s filingof a form 10-Q, merger,
acquisition and other material related consolidation will be
disclosed under item 5 part II-Other information (item 407 c3
of Regulation S-K)
 Also, its quarterly MD&A can disclose:
o Any preliminary merger negotiations
o Merger and acquisition completion
o Exit costs and employees termination related to
merger and acquisitions
If event
occurs
within 4
days
before the
company
filingof
form 10-Q
Acquirer is
accountable
for this filing
10Q-9.30.14.pd
Current Filing
8-K Item 1.0, entry into material definitive agreement that
provides for rights or obligations material to and enforceable
by or against the agreement (any material amendment
agreement)
 Must indicate the date of the agreement, describe the
parties, material terms and condition of agreement
 It can be updated with 8-K/A or 10-Q or 10-K with a
required exhibitof the material definitive agreement or
amendment
 It is protected by rule 10-b/safe harbor
 Delinquent filingof this item will not impact the company
S-3 eligibility
Item 1.02 termination of material definitive agreement can
also be used to announce an aborted merger and acquisition
Item 2.01 completion of acquisition or dispositionof
significant amounts of assets (other than ordinary course of
business) will be disclosedhere
 Completion by company or majority owned subsidiary of
acquisition or disposition of significant amount of assets
otherwise than in ordinary course of business
 An indefinite closing of a portion of the company’s
facilities,coupled with a write-down of its assets in excess
of 10% constitutes an ‘other disposition’
 Excluded from this trigger:
 Transactions between any person and any wholly owned
Due
normally 4
days after
the events
Acquirer is
accountable
for its filings
From 8-K, 425.d

12. 12 Research conducted by Arthur Mboue
subsidiaries or between wholly owned subsidiaries
 Redemption or other acquisition of securities to the public
or sale or other dispositionof securities to the public by
the company of such securities or by a wholly owned
subsidiary of that company
 Purchase by a reporting company of a minority stock
interest in a business from an independent 3rd
party
 This item is not 10b/Rule 10b-5, safe harbor guaranteed
 Failure of furnishing this item will not result in ineligibility
of S-3 privilege
 This item requires a disclosure of the merger plan as
exhibit
Notification forms
CB Notification filedin connection with certain tender offers,
business combination and rights of offerings in which the
subject company is a foreign private issuer of which less than
10% of its securities are held by U.S shareholders (citizens and
residents)
No later
than the
next
business
day after
the
disclosure
Issuer is
responsible
ex99_4-CB.doc
SH This weeklyform notice is used by institutional investment
managers to report short sale of a Section 13(d) security
end of the
week
Investment
company
Correspondence Submission types (letters)
Corresp A correspondence can be sent as a document submission type
or can be sent as a separate submission, correspondence will
be posted within15 days like any SEC staff comment without
special treatment approval. It is a response from the company
related to SEC staff letters about the company past disclosure
review.
The
company
has 10
days to
respond (
Plus
extension)
Company must
take it
seriously
corresp.doc
UPLOAD It is the SEC staff comment from the SEC related to the
company past disclosure
Due any
time the
SEC staff
completes
their
review
SEC
upload.pdf
No further
comment
Completion of the reviewletter, it does come with a warning,
read it very well.
review
completio
n
SEC and
company

13. 13 Research conducted by Arthur Mboue
Note: Some filingsmay include the followingin their form type.
A Amendments; Pre-effective amendments.
NT Notice of late filing
POS Post-effective amendments.
POSAMI Post-effective amendments, filingssubmitted under the 1940 act
only.
POSM Post-effective amendments.
SB Optional form for small business issuers under section 13 or
15(d).
SP15d-2 Special financial report pursuant to Rule 15d-2.
T Transition reports pursuant to rule 13a-10 or 15d-10.
PRE/PR Preliminary
DEF/DF Definitive.
497 Definitive materials.
497J Certificate of no change in definitive materials.
No action
letter
If a company intendsto exclude a shareholder proposal from
its proxy materials on procedural or substantive grounds, it
must submit its reasons for doing so to the SEC, with a copy
sent simultaneously to the shareholders proponent. If the
company plans any departure from the rules, it can also make
this request to the SEC staff. The submission is referred to as
a ‘no action letter’ meaning no legal action will be taken
against you.
No later
than 80
calendar
days prior
filing
The company
is responsible
ma-brokers-0131
pdf