SEC Form 10-C

The SEC Form 10-C was a form filed with the Securities and Exchange Commission (SEC) by companies whose securities were quoted on the NASDAQ interdealer quotation system. This form was used any time there was a change in outstanding shares in excess of 5% or if there was a change in the name of the issuer.

The requirement to file SEC Form 10-C was covered under Rule 13a-17 and 15d-17 of the Securities Exchange Act of 1934. Companies were required to file this report within 10 days of making the changes noted above.

SEC Form 10-C was a relatively brief document that required basic information about the issuer, the issuer’s change in outstanding shares and any change in the name of the issuer. In addition to the issuer’s name and contact information, the Form 10-C required the issuer to list the name of the security (i.e., common shares, debt securities, derivative securities, etc.), the number of shares outstanding they had issued before the change, and the number of shares outstanding they had issued after the change. It further required the issuer to list the effective date of the change.

Form 10-C further required the issuer to list the means by which the increase in shares outstanding occurred, whether by merger, acquisition, distribution, exchange, stock split, acquisition of stock for treasury, or by some other means. The document also required issuers to give a brief description of the transaction which led to the increase or decrease of shares outstanding.

For example, a Form 10-C filed with the SEC in 1996 by the Steris Corporation documented an increase in the number of common shares issued by the company from 17,943,860 to 33,129,301, effective May 13, 1996. Steris Corporation reported that the change in outstanding shares occurred due to a merger with AMSCO International, Inc., in which each share of AMSCO International common stock was exchanged for a share of Steris Corporation common stock, valued at $0.46 at that time.

Form 10-C also required issuers to report any change in name, including their name prior to the change, their name after the change, and the effective date of the charter amendment used to change their name, as well as the date of shareholder approval of the name change, if it was required. Steris did not report a name change on its May 1996 Form 10-C.