Companies with at least 500 stockholders and/or $5 million in assets and/or big private debt placements must file disclosure documents with the SEC. Brokers, investment advisers and certain shareholders must make filing too (see "Brokers," "Investment Advisers" and/or "Shareholders").
The rules for making filings are described in the SEC's Edgar Filer's Manual and A Plain English Handbook: How to Create Clear SEC Disclosure Documents.
TO GET FILINGS from the last four years, you can use the SEC's free EDGAR database, or the historical EDGAR database, which goes back to 1994 (but doesn't include the most recent filings). If the free SEC databases are too limited, try SEC Info or a fee-based service such as Knowledge Mosaic, LIVEDGAR, Morningstar Document Research (formerly 10k Wizard), Intelligize, Bloomberg terminals, Bloomberg Law, SECnet, EDGAR Pro or DisclosureNet.
EXHIBITS to filings are available from LIVEDGAR, Intelligize, Morningstar Document Research and Lexis (COMPNY;EDGARP) and most of the other fee-based services, or place an order with Thomson Research Services (formerly Disclosure) by calling 800-249-1440, or contact a competitor. Knowledge Mosaic has a "Model Documents" database that includes exhibits that are titled as specific kind of agreements, etc. (allows searching in just that kind of document); Intelligize has an equivalent called "Agreement Checker." Intelligize and Knowledge Mosaic provide direct linking to exhibits incorporated by reference.
TO SEARCH FILINGS, you can try the SEC's free Full-Text Search, though that goes back only four years, or the SEC's historical EDGAR database, but that searches only header information. Otherwise, use a fee-based service such as Knowledge Mosaic, Intelligize, Morningstar Document Research, DisclosureNet, SECnet, LIVEDGAR, EDGAR Pro, Bloomberg terminals, Bloomberg Law or
Lexis (COMPNY;EDGARP or Lexis Precedent Search). You can also use Westlaw, but years ago I found the Westlaw database frustrating and haven't tried it since.
TO COMPARE FILINGS: A number of systems let you compare filings (e.g., a company's 10-K from two different years). Knowledge Mosaic and Intelligize have this feature.
OLD FILINGS: Electronic filing became mandatory in 1996, and you have to get lucky to find filings online before then. Here are some options for finding pre-1996 SEC filings:
- The ProQuest Historical Annual Reports database covers over 800 companies (1844 to present), Mergent Archives covers ABI/INFORM Complete has annual reports from over 1,000 companies (1986-1989), Mergent Archives also covers over 1,000 companies (1900-present) and SEC File: Microfiche Database of Corporate Annual Reports and U.S. Securities & Exchange Commission Documents has selected filings from 1978 to 1997. These database are provided by many public and academic business libraries;
- The Library of Congress posts lists of their Pre-1974 Annual Reports collections;
- LIVEDGAR adds old filings if someone asks for them, and the SEC-ONLINE file on Westlaw has selected pre-1996 filings;
- Check with your local public and/or academic business libraries to see if they have historical collections (probably on microform);
- Search the Internet with a good search engine and keep your fingers crossed;
- Order the document from the Washington Service Bureau (800-289-1057), ThomsonReuters Custom Research Services (301-545-4930 direct to DC; main number 800-249-1440), GSI Document Retrieval (800-669-1154) or another document retrieval service;
- File a FOIA request with the SEC, which would be cheaper but could take up to 20 days or more.
EXACT TIME OF FILING: Just about all the sources for filings tell you the date of filing. If you pull up a filing using the LIVEDGAR Company Search, you will also see the time of filing in the "Accepted" field. SEC Info has times for Today's Filings (actually the most recent business day - you'll get Friday's on Saturday or Sunday).