Form that is not a form: 12b-25 filings

July 14, 2011

I want to pass along a simple but important tip from my fellow Reference Attorney, Dan Peplinski.  We receive regular requests for 12b-25 filings.  The SEC requires filers to submit this form with untimely-filed quarterly and annual reports.  See Rule 12b-25 (17 CFR 240.12b-25). Problem is, how do you find them?  Searching by file type on the Westlaw EDGAR database or on LiveEdgar (business.westlaw.com), yields a single result. What gives?  Simple answer is, the forms are attached to the annual reports.  As a result, best practice is to search using “12b-25” as free text, NOT as form type.  Instead, the notation “NT” (not timely) precedes relevant form types (NT 10-K, for example).  Here are the recommended queries:

Business Law Research (business.westlaw.com)

Free Text: form 12b-25

Form Type (Body and Exhibits): nt 11-k

Same search on Westlaw looks like this:

Database: EDGAR

Query: FT,FTCA(“NT 11-K”) & 12B-25

Note: FT is for “file type”, FTCA is for “file type category.”  FT queries yield results for specific form types like 10-K/A (amended annual reports).  FTCA queries run across all form types of that category — all 10-Ks, for example.  We usually recommend using both fields when searching by form type.

 

 

Results will include the 12b-25 filing.