如何使用美国证监会网站.docx

1、如何使用美国证监会网站Researching Public Companies Through EDGAR: A Guide for Investors The SECs EDGAR database provides free public access to corporate information, allowing you to quickly research a companys financial information and operations by reviewing registration statements, prospectuses and periodic

2、reports filed on Forms 10-K and 10-Q. You also can find information about recent corporate events reported on Form 8-K but that a company does not have to disclose to investors.EDGAR also provides access to comment and response letters relating to disclosure filings made after August 1, 2004, and re

3、viewed by either the Division of Corporation Finance or the Division of Investment Management. On May 22, 2006, the staffs of the Divisions of Corporation Finance and Investment Management began to use the EDGAR system to issue notifications of effectiveness for Securities Act registration statement

4、s and post-effective amendments, other than those that become effective automatically by law. These notifications will be posted to the EDGAR system the morning after a filing is determined to be effective.We currently are making enhancements to EDGAR. You can check our EDGAR Search Updates for the

5、most recent changes. The SEC also is committed to transforming the EDGAR database from a form-based electronic filing cabinet to a dynamic real-time search tool with interactive capabilities using XBRL computer language.To use EDGAR most effectively, you should know which categories of information a

6、ppear in which SEC filings and which search methods will work best. You also should understand the systems limitations. In this guide, youll find tips for using EDGAR and answers to frequently asked questions about researching public companies. We also include in the FAQs, a description of available

7、 mutual fund and variable insurance product searchesOrganization of this Guide1. EDGAR Overview2. Tips3. FAQS 1. How to Use EDGAR2. Understanding EDGAR Search Results3. Limitations of EDGAR Searches4. Information About Publicly-Traded Companies5. Executive Compensation6. Insider Transactions7. Busin

8、ess Combinations8. Initial Public Offerings9. Bankruptcy10. Information About a Companys Auditors11. Researching Mutual Funds and Variable Insurance ProductsI. EDGAR OverviewOur Quick EDGAR Tutorial explains the available searches. Most investors will use the Companies & Other Filers Search. When us

9、ing this search, you should use the name of the company as reported on the SEC filings rather than its common name. For example, to search IBMs filings, you should type in “International Business Machines.” In the alternative, you can use the EDGAR Full-Text Search. This search engine allows you to

10、search the full text of EDGAR filings from the last four years.EDGAR Full-Text Search allows you to enter a keyword or conceptual search query and retrieve a list of filings with summaries from the database engines on that keyword or subject. EDGAR Full-Text search makes use of conceptual search tec

11、hnologies that provide capabilities similar to natural language processing and thus avoids many of the limitations of simple keyword searches. We have prepared FAQs that explain in detail how to use this search engine.For documents older than four years (or in lieu of the Full-Text Search), you can

12、use key words or phrases to search all header fields (including addresses) in all filings in the EDGAR database. The Historical Edgar Archives Search allows the flexibility of searching for specific information in these headers to locate filings. The header searches are useful when you are trying, f

13、or example, to find all issuers who filed a specific form during a specified time period.EDGAR search results appear as a list of filings, beginning with the most recent. The filings are identified by EDGAR form types. You will have to review the individual filings for specific disclosures. You also

14、 will have to check subsequent filings for any amendments or other changes to the filings, including any restatements to the companys financial statements.EDGAR has certain search limitations. For example, you cannot compare the disclosures within specific filings whether or not the filings were mad

15、e by the same company. EDGAR does not provide notice that a specific filing was subsequently amended or withdrawn. Prior to May 22, 2006, EDGAR did not identify the date that a registration statement became “effective.” EDGAR does not provide a total number of publicly-traded companies; nor does it

16、allow a search for the total number of issuers listed or quoted in a particular market. Different EDGAR searches have different limits for the number of documents returned in response to the query.Once you have found the SEC filings for a particular company, you will need to understand what informat

17、ion is included in a particular form. Below we identify commonly-requested information about a company and some of the forms in which the information can be found.Financial InformationThe SEC requires public companies to disclose meaningful financial and other information to the public, which provid

18、es a public source for all investors to use to judge for themselves if a companys securities are a good investment. You can locate financial information in the following filings for public companies other than mutual funds: Form 10-Q (contains unaudited quarterly financial statements) Form 10-K (con

19、tains audited annual financial statements) Form 8-K (current information including preliminary earnings announcements) Registration statements including Form S-1 (general registration statement under the Securities Act of 1933,used for new issuers) and Form F-6 (registration statement used by foreig

20、n issuers of American Depositary Receipts)For an introduction to a companys financial statements, please read our Beginners Guide to Financial Statements.Individuals researching a company can find both qualitative and quantitative disclosures in SEC filings. You can find many of the SECs disclosure

21、requirements in Regulation S-K, Regulation S-B, and Regulation S-X. For example, Item 303 of Regulation S-K and S-B address managements discussion and analysis (“MD&A”) of the companys financial condition and results of operation. In addition to the “base” document”, issuers may provide certain info

22、rmation as exhibits to SEC filings. Item 601 of Regulation S-K and Item 601 of Regulation S-B include information about exhibits to SEC filings.Executive CompensationSeveral types of SEC filings include information about the companys executive compensation policies and practices. You can locate info

23、rmation about executive pay in: Schedule 14A (annual proxy statement) Form 10-K (audited annual report) Registration statements filed by the issuer Form 8-K (current company information)The SEC adopted changes to the executive compensation disclosure provisions in 2006.Insider Transactions and Benef

24、icial Ownership InterestCorporate insiders meaning a companys officers and directors, and any beneficial owners of more than ten percent of a class of the companys equity securities registered under Section 12 of the Securities Exchange Act of 1934 - must file with the SEC a statement of ownership r

25、egarding those securities. The specific forms are: Form 3 (initial statement of beneficial ownership) Form 4 (statement of changes in beneficial ownership) Form 5 (annual statement of changes in beneficial ownership)When a person or group of persons acquires beneficial ownership of more than 5% of a

26、 class of a companys equity securities registered under Section 12 of the Securities Exchange Act of 1934, they must file a Schedule 13D with the SEC or the shortened form filed on Schedule 13G.Shareholder Meetings/Proxy SolicitationsPublicly-traded companies must comply with the SECs proxy rules wh

27、enever they seek a shareholder vote on corporate matters. When you are researching a company, the proxy statements are useful sources of information about executive compensation and business combinations (proposed or completed).Issuers file proxy statements on Schedule 14A. If a company chooses not

28、to solicit proxies from its shareholders, it files an information statement on Schedule 14C. In EDGAR, the proxy materials are denoted as the following form types rather than as Schedules 14A or 14C. In most cases, investor will be interested the definitive or final proxy statement, i.e., the “DEF 1

29、4” filing. PRE 14A: preliminary proxy material PRE 14C: preliminary information statement PREM14A: preliminary proxy material relating to a merger or acquisition DEF 14A: definitive proxy materials DEF 14C: definitive information DEFM14A: definitive proxy material relating to a merger or acquisition

30、 DEFM14C: Definitive information statement relating to merger or acquisition DEFR14A: definitive revised proxy materialsBusiness CombinationsYou can find information in EDGAR concerning specific mergers and acquisitions when one or both of the companies involved are subject to the SEC disclosure rul

31、es. The SEC rules require disclosures about the proposed merger whether or not it is completed. Detailed information about a proposed merger is found in the proxy statement on Schedule 14A or the information statement on Schedule 14C. When securities are offered as a result of a merger or business c

32、ombination, these securities must register with the SEC. An issuer may use, for example, a Form S-4, in a merger even when the applicable state law would not require the solicitation of the votes or consents of all of the security holders of the company being acquired or in an exchange offer for securities of the issuer or another entity.The filings required by Section 14(d) of the Exchange Act and Regulation 14D provide information to the public about the person making