The SEC Division of Corporate Finance ("CorpFin") recently introduced a new Resource Publication - "CF Disclosure Guidance" - that offers staff observations and views on hot-button topics.  Starting in September, the staff has reported on 4 topics, which Compliance Insights will cover over the next 2 weeks.

♦ Topic No. 1: Staff Observations in the Review of Forms 8-K Filed to Report Reverse Mergers and Similar Transactions.  (9/14/11) [Covered in this posting] ♦ Topic No. 2: Staff views on disclosure obligations relating to cybersecurity risks and cyber incidents.  (10/13/11) ♦ Topic No. 3: Staff Observations in the Review of Promotional and Sales Material Submitted Pursuant to Securities Act Industry Guide.  012/19/11) ♦ Topic No. 4: European Sovereign Debt Exposures.  (1/6/12) ^{_______________________________________________________}

Summary: This guidance summarizes CorpFin's observations in the review of Forms 8-K filed to report reverse mergers and similar transactions. Supplementary Information: The statements in this CF Disclosure Guidance represent the views of CorpFin - and should not be mistaken for a rule, regulation or statement of the SEC.  Further, the SEC has neither approved nor disapproved its content. Introduction. In an effort to provide companies with information as they prepare current reports on Form 8-K to report reverse mergers and similar transactions by which they cease to be shell companies, the CorpFin has prepared this summary of common comments cited in reviews of these filings.  They may or may not encompass an individual company’s particular facts and circumstances;  and this summary may not address all of the material disclosure issues applicable to a transaction.  As always, each company should consider its own facts and circumstances when preparing its filings. Accept these observations for what they are:  summaries and discussions of certain rules and regulations that the SEC has adopted, but are not substitutes for the actual rules and regulations, themselves.  Only the rules and regulations themselves can provide you with the complete and definitive requirements applicable to your transaction.

• In our reviews of Forms 8-K, we frequently refer companies to the specific disclosure requirements of Items 2.01, 5.01 and 9.01 of Form 8-K and ask them to evaluate carefully the facts and circumstances of their transactions and confirm that they have provided the required disclosures.

• In our comments, we frequently ask companies to support their conclusions that they are not shell companies as defined in Rule 12b-2 under the Securities  Exchange Act of 1934.

C-I Note: The remainder of the publication deals with specific Items on Form 8-K - which are better left to our readers to follow up on - i.e., get Staff details rather than refer to our inexact paraphrasing.  For a headstart, here are the items addressed in this publication;  see reference link at end of post.  Thank you.

Item 2.01 — Completion of Acquisition or Disposition of Assets

Item 5.01 — Changes in Control of Registrant

Item 9.01 — Financial Statements and Exhibits

• Financial statements of businesses acquired
• Pro forma financial information
• Shell company transactions
• Exhibits

Information Required by Form 10

• Business
• Risk Factors
• Management’s Discussion, Analysis of Financial Condition & Results of Ops
• Directors and Executive Officers
• Executive Compensation
• Certain Relationships and Related Transactions, and Director Independence
• Recent Sales of Unregistered Securities

For further details, go to:   [SEC CF Disclosure Guidance, Topic 1, 9/14/11]