10-12B/A
Form 10-12B/A is an amendment to 10-12B, the registration
statement that companies must file when they issue new stock in a spinoff.
Though usually such amendments are nothing more than boilerplate corrections of
the original form, they are worth scanning in case the change is significant.
The Rules
Amendments must be filed when a previous Form 10-12B is
found to have errors. The error can be a simple typographical mistake noticed
by an auditor or company officer a revised financial statement, or more serious
problems discovered by the SEC.
What to Look For
There’s no specific format to a 10-12B/A, so there is no
one-size-fits-all answer to know what to look for. It could be the whole Form
10 all over again with new data sprinkled throughout, which may or may not be
listed or highlighted, or it could be one sheet of paper with an employee
agreement and a signature.” Most amendments are technical in nature, says
Philadelphia corporate attorney Richard Silfen. “It could be a simple typo,” he
says. “When you see it you fix it.” But he adds that in some cases the
amendments are more significant, such as when an auditor notices financial
information is misstated. Likewise, the SEC occasionally requests more
information, which would come in an amendment. Even those issues usually are
technical, but they may raise important issues for investors.
In addition, 10-12Bs are sometimes released without all
the required information; instead a company reveals the new details later by
filing amendments. They could include employee stock offers, benefit plan
details and other pro forma matters.