Deck 18: Securities and Exchange Commission Reporting

Question 1

A document that authorizes a person to vote for another is called a(n) __________________________________________

Answer 1

proxy

Question 2

State laws pertaining to securities are called __________________________________.

Answer 2

blue sky laws

Question 3

Stocks and bonds are called _____________________________________________.

Answer 3

securities

Question 4

Persons who have nonpublic information concerning a corporation's affairs and events are called _________________________________________.

Question 5

Another term for private offerings is ________________________________________.

Question 6

A term for a security that has not been sold through a public offering is ________________________________________.

Question 7

Securities offerings not required to be registered with the SEC are known as___________________________________.

Question 8

The act pertaining to the issuance of securities is the _________________________.

Question 9

The act pertaining to the exchange of securities is the _________________________.

Question 10

The rule that requires certain profits made by officers, directors, and certain specified other persons in the trading of a corporation's stock to be given to the corporation is called the ___________________________________.

Question 11

A preliminary prospectus is informally called a(n) _____________________________.

Question 12

A document required to be furnished potential investors is called a(n) _______________________________________.

Question 13

A statement furnished to stockholders in connection with soliciting their votes is called a(n) ______________________________________.

Question 14

A person who purchases stock of an issuer with a view toward distributing that stock to the public is called a(n) ___________________________________________.

Question 15

The name given to the information required to be submitted to the SEC when securities are intended to be sold to the public is a(n) _________________________.

Question 16

Part I of a registration statement contains information to be included in the ____________________________________.

Question 17

The SEC's chief accounting officer in regard to all accounting matters is called the __________________________________.

Question 18

SEC issuances that serve as announcements pertaining to the various regulations, rules, guides, and forms are called __________________________________.

Question 19

One of the primary functions of the SEC is to oversee the FASB.

Question 20

The SEC does not disclose whether financial statements filed with it are prepared in accordance with GAAP.

Question 21

The SEC has given the FASB the statutory authority to prescribe accounting policies.

Question 22

The FASB functions as an agency of the SEC.

Question 23

Pronouncements of the FASB do not have to be formally approved by the SEC before they are issued.

Question 24

Even though the FASB's Emerging Issues Task Force has no formal authority, its positions are deemed to be the equivalent of GAAP by the SEC.

Question 25

Unlike the FASB, the SEC does not have the power to order companies to revise their financial statements.

Question 26

One of the primary functions of the SEC is to pass on to the public the merits of the securities proposed to be issued.

Question 27

If the SEC permits a registration statement to become effective, it is deemed that the registration statement is true and accurate and does not omit any material facts.

Question 28

Regulation S-X sets forth the requirements applicable to the form and content of financial statements required to be filed with the SEC.

Question 29

Regulation S-X sets forth the requirements applicable to the form and content of financial statements required to be set forth in annual reports to stockholders.

Question 30

Regulation S-X applies to the 1934 Act as well as the 1933 Act.

Question 31

Regulation S-X sets forth which financial statements are to be used in filings with the SEC.

Question 32

Regulation S-X specifies the "form" to be used in SEC filings.

Question 33

Regulation S-K specifies the form and content of all financial statements required to be filed in accordance with all acts administered by the SEC.

Question 34

Regulation S-K is concerned with disclosures of a financial nature.

Question 35

In SEC filings, it is the accountant's responsibility to determine which form should be used.

Question 36

SEC "forms" are preprinted forms (similar to those used by taxing agencies) that must be filled out.

Question 37

Certain provisions of Regulation S-1 impose additional financial disclosures beyond those required under GAAP.

Question 38

Regulation A pertains to exempt offerings.

Question 39

The SEC does not have authority over intrastate securities issues.

Question 40

Under the 1934 Act, companies whose securities are traded in the over-the-counter markets (as opposed to the national stock exchanges) do not have to register these securities with the SEC.

Question 41

If a privately owned company having 200,000 shares outstanding registers the sale of 50,000 new shares under the 1933 Act and is subject to the reporting requirements of the 1934 Act, the 50,000 shares must be registered under the 1934 Act.

Question 42

Unlike the 1933 Act, the 1934 Act deals with a wide variety of areas.

Question 43

The 1934 Act prohibits sales of, or offers to sell, securities to the public (in interstate commerce or through the use of the mails) by an issuer or an underwriter unless the securities have been registered with the SEC.

Question 44

Registration under the 1933 Act refers only to the actual quantity of securities being registered.

Question 45

____ The legal relationship (rather than the practical working relationship) between the SEC and the FASB can be described as follows:

A) The SEC is bound by the pronouncements of the FASB.
B) The FASB is bound by the pronouncements of the SEC.
C) Public corporations are bound only by the pronouncements of the SEC.
D) The SEC has the power to rescind pronouncements of the FASB.
E) None of the above.

Question 46

_____ A controversial accounting practice is emerging. No official accounting pronouncement pertaining to the emerging practice exists. Based on recent history (the last 15 years), the SEC most likely would

A) Impose a moratorium on the emerging practice until it can issue an accounting pronouncement.
B) Officially request the FASB or the EITF to put the item on its agenda.
C) Officially request the AICPA to prepare a position paper that serves as unofficial GAAP until the FASB addresses the issue.
D) Issue a pronouncement of its own that establishes GAAP in this area.
E) Impose a moratorium on the emerging practice until the FASB addresses the issue.

Question 47

_____ The Securities Act of 1933, in general, exempts certain stock offerings from full registration. Which of the following is not exempt from full registration?

A) Regulation A offerings.
B) Strictly intrastate issues.
C) Securities offered through underwriters.
D) Private offerings.
E) None of the above.

Question 48

_____ A company that is issuing securities to the public for the first time for which there is no lawful exemption will register such securities with the SEC using form

A) S-X.
B) C.
C) 1-A.
D) S-1.
E) S-K.

Question 49

_____ In filings with the SEC, the financial statements to be included in the material being filed are found in

A) Regulation S-K.
B) Regulation S-X.
C) The appropriate form being used.
D) Regulation C.
E) Accounting Series releases.

Question 50

_____ In filings with the SEC, the form and content of financial statements to be included in the material being filed are set forth in

A) Regulation S-X.
B) Regulation S-K.
C) Regulation C.
D) The appropriate form being used.
E) Accounting Series releases.

Question 51

_____ Which form is used to provide certain specified information and other materially important events to investors on a reasonably current basis?

A) S-X.
B) 10-Q.
C) S-1.
D) S-K.
E) 8-K.

Question 52

_____ Companies that are subject to the reporting requirements of the 1934 Act will satisfy their quarterly reporting requirements using form

A) S-1.
B) S-K.
C) 10-Q.
D) 8-K.
E) 10-K.

Question 53

_____ A company that is subject to the reporting requirements of the 1934 Act will satisfy its annual reporting requirements using form

A) 1-A.
B) S-1.
C) S-K.
D) 10-K.
E) 8-K.

Question 54

_____ Sonex plans to "go public" by registering 100,000 shares of its common stock with the SEC under the 1933 Act. Immediately prior to the issuance of these new shares, Sonex had 600,000 common shares outstanding (400,000 shares held by Sonex's founders, 150,000 shares held by an insurance company [as a result of private placement] and 50,000 held by employees [as a result of exercising stock options]). How many of Sonex's common shares can be publicly traded immediately after Sonex goes public (assuming that Sonex files the appropriate 1934 Act Form)?

A) 100,000.
B) 150,000.
C) 300,000.
D) 550,000.
E)600,000.

Question 55

_____ Sonex plans to "go public" by registering 100,000 shares of its common stock with the SEC under the 1933 Act. Immediately prior to the issuance of these new shares, Sonex had 600,000 common shares outstanding (400,000 shares held by Sonex's founders, 150,000 shares held by an insurance company [as a result of a private placement], and 50,000 held by employees [as a result of exercising stock options]). How many common shares must Sonex register under the 1934 Act so that its common stock can be public traded?

A) 100,000.
B) 150,000.
C) 300,000.
D) 550,000.
E) None of the above.