How the SEC Protects Investors

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Investor Protection

How the SEC Can Help

Jack McCreery, staff attorney

Office of Investor Education and

Assistance

The Usual Disclaimer

The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement by any of its employees. The views expressed in this presentation are those of Mr. McCreery and do not necessarily reflect the views of the SEC, its Commissioners, or other members of the SEC’s staff.

Who We Are and What We Do

• Created in 1934 following the Stock

Market Crash of 1929

• Administer the federal securities laws

• Oversee brokerage firms and other investment service providers

• Review filings by most public companies

How the SEC Protects Investors

• Assure that the securities markets are open, fair, and honest

• Require companies to disclose information

• Catch wrongdoers and impose punishment ranging from fines to kicking them out of the industry

How the SEC Helps Investors

Help Themselves

• Show investors how to research investments and the people who sell them

• Make information about publicly traded companies available to the public

• Answer questions and handle complaints

• Provide free educational materials

SEC Web Resources

Where can I find…

Special collections of information, such as updates on Enron, WorldCom

• Financial statement filings from EDGAR

• Fast answers library and our glossary

• Calculators

• Hot stock recommendations!

Who Must File Reports

A company must file reports if:

1. It has 500 or more investors and $10

million or more in assets, or

2. It lists its securities on:

– American Stock Exchange

– Boston Stock Exchange

– Chicago Stock Exchange

– Cincinnati Stock Exchange

– International Securities Exchange

– Nasdaq Stock Market

– New York Stock Exchange

– Pacific Exchange

– Philadelphia Stock Exchange, or

3. Its securities are quoted on the OTCBB

Tips for Searching EDGAR

• Ticker symbol search for 9400 largest publicly traded companies

• To a find a company named for a person (e.g.,

John Doe Widget Maker, Inc.), search last name first: Doe John

• For most searches, “Company Search” will do

For complex queries, use the “Archives” search

Sources of Company Info:

• Registration Statements (S-1, SB-1, F-1)

• Periodic Reports (Form 10-K for annual info, Form 10-Q for quarterly results)

• Current Reports (Form 8-K)

• Proxy Statements (known in EDGAR as

Form DEF 14A)

What You’ll Find in a 10-K:

• Item 1: Business

• Item 2: Properties

• Item 9: Change in accountants

• Item 10: Directors & executive officers • Item 3: Legal proceedings

• Item 4: Submission of matters to a vote

• Item 11: Executive comp

• Item 12: Ownership (insiders)

• Item 5: Market for securities • Item 13: Relationships &

• Item 6: Selected financial related transactions data

• Item 14: Accounting Fees &

• Item 7: MD&A services

• Item 7A: Market risk • Item 15: Exhibits

• Item 8: Financial statements

• Signatures & Certifications

What You’ll Find in an 8-K:

Section 1--Registrant's Business and Operations Entry or termination of a material agreement

Section 2--Financial Information Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation, Material

Impairments

Section 3--Securities and Trading Markets Notice of Delisting, Material Modification to Rights of Security Holders

Section 4--Matters Related to Accountants and Financial Statements Change of Accountants, Non-Reliance on

Previously Issued Financial Statements

Section 5--Corporate Governance and Management Changes in Control, Departure of Directors or Principal Officers

Section 6--Reserved (for future use)

Section 7--Regulation FD Disclosure

Section 8--Other Events Other Events (material, but not specified in 8-K instructions)

Section 9--Financial Statements and Exhibits Financial Statements and Exhibits

Companies have four days to file a Form 8-K for the events specified in the items in Sections 1-5 and 9 above.

However, if the issuer is furnishing a Form 8-K solely to satisfy its obligations under Regulation FD, then the due date might be earlier.

Stock Ownership Forms

• Form 3: Insiders must file no later than the effective date of the registration statement, or, if the issuer is already registered, within ten days of becoming an officer, director, or beneficial owner.

• Form 4: Changes in ownership must be reported within two business days. Limited categories of transactions are not subject to the two-day reporting requirement.

• Form 5: Insiders use this form to report any transactions that should have been reported earlier on a Form 4 or were eligible for deferred reporting.

Helpful Materials at www.sec.gov

• On-line publications

• Calculators

• Check out Brokers & Advisers

• Complaint Center

• “Fast Answers” to securities questions

Ways to Diversify

• Use a mix of cash, bonds, and stocks in your portfolio

• Investing in mutual funds can provide diversification by company size, by industry sector, and sometimes by both

• Be sure you know your time horizons and risk tolerance before investing

Watch Out for Costs

• Ask your broker about commissions

• Remember, your broker gets a commission whether you buy or sell, and whether you make money or lose money

• Be aware of account fees, margin fees, wrap fees, minimum balances, etc.

• Use the SEC’s online Mutual Fund

Cost Calculator

Research Your Broker!

• Find out your broker’s background

• Check out your broker with the NASD online at www.nasdbrokercheck.com

Call

1-800-289-9999

• Check with the state securities regulators online at www.nasaa.org

or give your state’s regulator a call

• You owe it to yourself to know with whom you are doing business

Research Your Adviser!

• Investment advisers who manage $25 million or more in client assets generally must register with the SEC

• Check the SEC’s Investment Adviser

Public Disclosure website under

“Investment Management” on our website

• Advisers with less than $25 million must register with the state securities agency where the principal place of business is

Research Any Investment!

• Read everything you can about a company

• Check out company filings through the

SEC’s website ( www.sec.gov

) & “EDGAR”

• If you don’t understand an investment product, don’t buy it

• If it sounds too good to be true, it probably is….

Psst-want a hot stock tip?

• www.mcwhortle.com

(a very hot IPO opportunity)

• www.growthventure.com/parsons fabulous prime bank site)

• www.growthventure.com/oldglory

(a glorious mutual fund)

• www.growthventure.com/grdi

(a hedge fund you shouldn’t miss)

(a

SEC Contact Information

• Website: www.sec.gov

• Phone: 1-800-732-0330

• Email: help@sec.gov

• Mail: U.S. Securities and Exchange

Commission

100 F Street, NE

Washington, DC 20549-0213

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