SEC Form 6-K: Overview, Requirements, Examples

What Is SEC Form 6-K?

SEC Form 6-K is mandated as a cover page for foreign issuers filing reports, such as annual financial reports, pursuant to stated rules in the Securities Exchange Act of 1934.

The purpose of the form is to relieve the burden of dual reporting for certain non-U.S. issuers.

SEC Form 6-K is a catchall for material information that arises between annual and quarterly financial reports.

The form must be in English and submitted electronically using the EDGAR (Electronic Data Gathering, Analysis and Retrieval) system of the U.S. Securities and Exchange Commission (SEC). The SEC administers Form 6-K, or “Report of Foreign Private Issuer Pursuant to Rules 13a-16 and 15d-16.”

Read on to learn more about SEC Form 6-K, including a real-world example of a filing.

Key Components of SEC Form 6-K

When a non-U.S. issuer files an annual, semi-annual, or quarterly financial report with the regulators in its home country, it must submit a cover statement on the foreign filings to the SEC. The cover statement is known as SEC Form 6-K, which relieves the burden of dual reporting for certain non-U.S. issuers who must file under these rules.

Since any information that a foreign company issues to its local securities regulators, investors or stock exchange must also be submitted on Form 6-K, the 6-K is a catchall for material information that arises between annual and quarterly financial reports, which are also submitted to the SEC.

Information is considered material to a foreign private issuer if it involves a change in business, a change in management or control, material changes in the outstanding number of securities, a change in accountants, changes in securities, bankruptcy or receivership, material legal proceedings, etc.

For example, for the period ended Jan. 26, 2018, GlaxoSmithKline PLC (GSK) furnished a 6-K report. The report provided material information that the Committee for Medicinal Products for Human Use (CHMP) had issued a positive opinion recommending marketing authorization on one of the company’s vaccines, Shingrix, used for the prevention of shingles.

Important Considerations for SEC Form 6-K Filings

Through SEC Form 6-K, a foreign private issuer provides communications and material information that is made public in its home country, filed with and made public with its country's stock exchange on which its securities are traded, or distributed to security holders.

This form essentially promotes cross-border information sharing by allowing U.S. investors in foreign securities to have the same access to information that investors in the foreign company's home market are receiving. The information on the form ensures that investors are aware of information the issuers distribute outside of the United States. This transparency of information is one of the most important ingredients for an orderly and fair market.

Filings made with the SEC on Form 6-K are deemed to be “furnished” and not “filed” for purposes of liability under Section 18 of the Exchange Act, which creates a private right of action against persons for false and misleading statements of material fact in documents “filed” pursuant to the Exchange Act.

Essential Requirements for Filing SEC Form 6-K

SEC 6-K forms often include duplicate copies of the foreign private issuer’s latest financial reports, such as income statements, balance sheets, and cash flow statements. Besides annual reports, foreign issuers only need to submit the 6-K form, which must be in English.

If the document is in another language, a complete English translation or summary must accompany it. Foreign issuers file Form 6-K electronically using the SEC's EDGAR system. A "6-K/A" filing is an amended Form 6-K, submitted when material information changes.

The Bottom Line

SEC Form 6-K is a mandatory filing for foreign issuers, serving as a cover page for reports filed with the Securities and Exchange Commission (SEC). It aims to relieve dual reporting burdens.

The form captures all material information between annual and quarterly reports, including significant corporate changes like management updates, legal proceedings, or changes in securities.

SEC Form 6-K is useful in ensuring that U.S. investors have access to the same critical information as investors in the issuer’s home country, which reinforces transparency and informed investment decisions.

The GlaxoSmithKline PLC example above demonstrates a real-world application of SEC Form 6-K and how companies utilize it to relay critical updates to the market.

The document with SEC Form 6-K must be translated or summarized into English if it's initially in another language, and the form must be filed electronically via the SEC's EDGAR system, which allows for efficient submissions.