Form 8-K and Section 409 2261
SOX_Fan last edited by
Hello all. I am doing some research on the act for a project. I do not have a legal background at all, and am going cross-eyed trying to figure certain things out.
My main questions center around Form 8-K and Section 409. According to Item 1.01 of the form, any Entry into a Material Definitive Agreement must be disclosed within 2-4 business days. However, it is my understanding that an MDA is any deal made outside the normal course of business. Does anyone have an example of what this might constitute?
In a related vein, I haven’t seen any clear definition about disclosing deals made in the normal course of business. Maybe I am just having trouble understanding what an MDA is, but how long after a contract is agreed upon must the company disclose the information? Likewise, if the company loses a major contract to a competitor, must it disclose that as well?
Finally, Item 8.01 of the Form is listed as ‘Other Events’, but I can’t seem to find an explanation as to what constitutes ‘Other Events’. I did find a reference to Registration FD, Rule 100(a), but that only confused me more.
Thanks for any help.