2004 SEC Reporting Rules For Forms 10-K, 10-Q And 8-K; 2004 SEC Reporting Rules For Proxy Statements; Small Business Issuers 2004 SEC Reporting Rules For Forms 10-KSB, 10-QSB And 8-K And Proxy Statements

Thursday, July 1, 2004 - 01:00

Saul Ewing Lawyers Create A Productivity Enhancing Tool For Busy Corporate Counsel

Eons ago when I was a young law firm associate, the joy of the hunt that should have made legal research fun had to overcome the inefficiency of consulting multiple books and turning pages to find related material. How many of us still remember those days when we left a pile of carefully bookmarked texts and citators in the law library hoping that they would still be there the next day when we resumed our research?

Computerized legal research has eliminated much of this drudgery and lost productivity. Nevertheless, books are still essential. Like me when I became corporate counsel, most of those who are called upon to draft or review core SEC documents had favorite compact compilations that they constantly used for day-to-day reference and took with them when they traveled. Nevertheless, even these more compact sources still presented the need to consult multiple texts and turn pages. These books provide an ideal solution. For this, we must thank the Saul Ewing attorneys who collaborated in the editing of these three compilations of the Securities and Exchange Commission rules governing periodic reports and proxy statements required to be filed by public companies with the SEC. The books simplify the consideration of these SEC disclosure rules and provide a "user-friendly" reference source for busy road warriors like corporate executives and legal and accounting professionals.

Ordinarily, consideration of SEC disclosure issues requires looking at two sets of SEC rules. The first set of rules sets forth the matters that must be disclosed in each disclosure document, e.g., the Form 10-K. The second set of rules, Regulation S-K or, for small business issuers, Regulation S-B, sets forth the detailed disclosure requirements for each matter that must be included in the particular disclosure document.

What makes these books unique is that the two sets of SEC rules are interwoven, so that wherever the rules of a disclosure document require that a particular matter be disclosed, the detailed disclosure requirements of Regulation S-K (or Regulation S-B, as the case may be) are set forth immediately following the first reference to them. There are also convenient information boxes following subsequent references that refer back to the complete text in the first reference. Where there seemed to be a need, the editors present the information in the most usable form. Thus, where SEC rules contain a legal citation the editors refer to the rule by its common name. Similarly, in the case of the book covering the rules applicable to small business forms and proxy statements, the editors have for ease of reference modified the text of the Form S-K requirements to refer to disclosure requirements in Regulation S-B and omitted references to Regulation S-K where appropriate.

The three editors, Charles Zall, Patricia Gritzan and Katayun Jaffari, are securities lawyers with Saul Ewing LLP who represent numerous public companies. Two of the books, SEC Reporting Rules for Forms 10-K, 10-Q and 8-K and SEC Reporting Rules for Proxy Statements are intended for use by most public companies. The third book, SEC Reporting Rules for Forms 10-KSB, 10-QSB and 8-K and Proxy Statements, contains rules applicable to companies that qualify as "small business issuers" under the SEC rules.

The books are in their 14th edition. Patricia Gritzan, one of the editors, stated that this was the most challenging year to edit the books because there were so many new rules that took effect in 2003. "During the course of 2003, we had to issue three supplements to keep the books up-to-date for our readers as the SEC adopted new rules," she said. As a securities lawyer, Ms. Gritzan says her time is well spent editing these books as it keeps her on top of every new rule.

The current edition is particularly useful today, in the wake of all the new disclosure rules promulgated by the SEC as directed by the Sarbanes-Oxley Act of 2002. Attorneys, accountants and corporate executives are turning to the rules more often than in years past because there have been so many changes to the disclosure rules.

The books are distributed by St Ives Burrups. They are distributing 2,000 sets of these books to attorneys, accountants, corporate executives and other business professionals throughout the United States. To obtain copies of the books, please contact Ms. Gritzan at pgritzan@saul.com or Mr. Robert Dworski, Vice President of Sales, St Ives Burrups, at dworskir@st-ives.com.

Reviewed by Al Driver. He was assisted by Jairo G. Cano, an intern and third year law student at Seton Hall University School of Law.