Google Answers Logo
View Question
Q: Registering details of M&As ( Answered 4 out of 5 stars,   0 Comments )
Subject: Registering details of M&As
Category: Business and Money > Finance
Asked by: webuserid-ga
List Price: $25.00
Posted: 19 Jun 2005 12:08 PDT
Expires: 19 Jul 2005 12:08 PDT
Question ID: 534849
If a publicly listed, California-based company buys another US company
(not listed), do they have to declare that somewhere (where?)? How

Assume it is not in their latest quarterly report.

Request for Question Clarification by pafalafa-ga on 19 Jun 2005 12:14 PDT
If you're talking about a publicly listed company that is traded on a
major exchange (NYSE, Amex, etc) then I'm pretty sure the answer is
yes, they have to report the purchase of another company.

However, small public companies, such as pinksheet companies, probably do not.

Is your question focused on the larger public firms?


Clarification of Question by webuserid-ga on 19 Jun 2005 12:45 PDT
Yes, I am asking about companies listed on a major exchange.
Subject: Re: Registering details of M&As
Answered By: pafalafa-ga on 19 Jun 2005 16:02 PDT
Rated:4 out of 5 stars

A public company must file an SEC Form 8-K within four days of any
significant financial event such as an acquisition of another company:


Form 8-K 

...In addition to filing annual reports on Form 10-K and quarterly
reports on Form 10-Q, public companies must report material corporate
events on a more current basis. Form 8-K is the ?current report?
companies must file with the SEC to announce major events that
shareholders should know about.

...The instructions for Form 8-K describe the types of events that
trigger a public company's obligation to file a current report,
including any of the following:

Section 1 -- Registrant's Business and Operations 
Item 1.01  Entry into a Material Definitive Agreement 
Item 1.02  Termination of a Material Definitive Agreement 
Item 1.03  Bankruptcy or Receivership 
Section 2 -- Financial Information 
Item 2.01  Completion of Acquisition or Disposition of Assets 

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

The instructions for 8-K itself can be found here:

and include a good deal of language on the acquisition of assets and
the reporting requirements:


Section 2 - Financial Information

Item 2.01 Completion of Acquisition or Disposition of Assets.

If the registrant or any of its majority-owned subsidiaries has
completed the acquisition or disposition of a significant amount of
assets, otherwise than in the ordinary course of business, disclose
the following information:
(a) the date of completion of the transaction;
(b) a brief description of the assets involved;
(c) the identity of the person(s) from whom the assets were acquired
or to whom they were sold and the nature of any material
relationship, other than in respect of the transaction, between such
person(s) and the registrant or any of its affiliates, or any director
or officer of the registrant, or any associate of any such director or officer;
(d) the nature and amount of consideration given or received for the
assets and, if any material relationship is disclosed
pursuant to paragraph (c) of this Item 2.01, the formula or principle
followed in determining the amount of such consideration; and
(e) if the transaction being reported is an acquisition and if a
material relationship exists between the registrant or any of
its affiliates and the source(s) of the funds used in the acquisition,
the identity of the source(s) of the funds unless all or any part
of the consideration used is a loan made in the ordinary course of
business by a bank as defined by Section 3(a)(6) of the Act, in
which case the identity of such bank may be omitted

...2. The term acquisition includes every purchase, acquisition by
lease, exchange, merger, consolidation, succession or other
acquisition, except that the term does not include the construction or
development of property by or for the registrant or its
subsidiaries or the acquisition of materials for such purpose. The
term disposition includes every sale, disposition by lease, exchange,
merger, consolidation, mortgage, assignment or hypothecation of
assets, whether for the benefit of creditors or otherwise,
abandonment, destruction, or other disposition.

There is a good deal of other language pertaining to acquisitions of
companies or other significant assets, along with criteria for
distinguishing a significant acauisition from one that is not

By the way, the 8-K reports are generally available on-line the same
day they are filed, and can be found at SEC's EDGAR site for company

I trust this information fully answers your question.  However, please
don't rate this answer until you have everything you need.  If you
would like any additional information, just post a Request for
Clarification to let me know how I can assist you further, and I'm at
your service.

All the best,


search strategy -- Used bookmark site for the SEC, and searched the
site for [ acquisition form ]

Request for Answer Clarification by webuserid-ga on 19 Jun 2005 16:52 PDT
So, to use an example, can you find the eBay 8K for their recent
acquisition of (I can't).

Clarification of Answer by pafalafa-ga on 19 Jun 2005 17:50 PDT
The Ebay submission regarding the plans is here:
June 1, 2005  
eBay Inc.

...On June 1, 2005, eBay Inc. announced that it had agreed to acquire Ltd., an online comparison shopping company. The press
release announcing the transaction is attached as an exhibit to this
Current Report on Form 8-K.

In order to find this, I headed to the EDGAR search site:
EDGAR Company Search

and in the "Company name"  field, I entered [ ebay ]

Clicking on the [ Find Companies ] button, brings up a list of eBay's
recent filing, and the second filing on the list is their recent 8-K
for the acquisition.

Hope that fully explains things, but if there's anything else you
need, just let me know.


Request for Answer Clarification by webuserid-ga on 20 Jun 2005 11:16 PDT
For another $25, do you want to find the SEC filings for Yhoo's
purchases of and Dialpad?

Clarification of Answer by pafalafa-ga on 21 Jun 2005 08:55 PDT
Thanks for asking.  

Oddly enough, there does not appear to be an 8-K for either of these
recent events.  It's hard to say for sure why that is, but one
possibility is that the acquisitions themselves have not yet been
finalized (the 8-K is to be submitted only after the event is

Most of the press reports I looked where a bit ambiguous as to whether
the deals are actually closed or not. although the site
certainly seems to indicate that it's a done deal already.


I did not see any formal announcements from Yahoo regarding either
event...if you are aware of any, let me know, and I'll try to track
them down further.


Request for Answer Clarification by webuserid-ga on 21 Jun 2005 15:06 PDT
OK, I guess we should close the question here. You can see where my
doubts arise - I wanted to assume that if an acquisition was made, it
would appear on the SEC website but, for whatever reason, that is not
the case.

Clarification of Answer by pafalafa-ga on 21 Jun 2005 18:19 PDT
You know, the more I look into this, the stranger it gets.

Here's the Yahoo press release page:

and as you can see, there's not a peep about either Dialpad or

Yet, this AP story here:

begins by saying "Yahoo Inc said Tuesday...", and then goes on to
describe the Dialpad deal.  But just WHAT Yahoo said, and in what
context they said it, is not clear at all.  Normally, a company "says"
things in their press releases.

Let me try and turn over a few rocks on this to see what shows up.

Stay tuned....


Clarification of Answer by pafalafa-ga on 24 Jun 2005 11:49 PDT
Hi there.  Just wanted to let you know that I haven't forgotten you.

I have communications in with both Yahoo and the SEC on this. 
Hopefully, I'll hear something back from one or both of them (probably
not this week, though) and when I do, I'll let you know what I learn.


Clarification of Answer by pafalafa-ga on 29 Jun 2005 06:54 PDT
Shoot...I haven't heard back from either Yahoo or the SEC.  If they
don't respond, I wouldn't know where else to go for insight on this
unusual state of affairs.

But if I do hear back, I'll be sure to post whatever I learn.


webuserid-ga rated this answer:4 out of 5 stars
Inconclusive answer, would rate a 3, but I don't think it was possible
to get a conclusive answer, so upped to a 4.

There are no comments at this time.

Important Disclaimer: Answers and comments provided on Google Answers are general information, and are not intended to substitute for informed professional medical, psychiatric, psychological, tax, legal, investment, accounting, or other professional advice. Google does not endorse, and expressly disclaims liability for any product, manufacturer, distributor, service or service provider mentioned or any opinion expressed in answers or comments. Please read carefully the Google Answers Terms of Service.

If you feel that you have found inappropriate content, please let us know by emailing us at with the question ID listed above. Thank you.
Search Google Answers for
Google Answers  

Google Home - Answers FAQ - Terms of Service - Privacy Policy