GPSOLO June 2009
The Mother Lode of Form Documents
Are you always looking for good legal business forms, such as an employment agreement, bylaws, software license agreement, or indemnification agreement, but you don’t have one good place to look? You might get something from a colleague. You also could pay for it online at many of the legal forms websites. Or pull one out of a legal forms book if you have access to one. If you’re lucky, you might find it on the Internet for free. But what if you want a document quick without having to pay for it? Better yet, how would you like to legitimately obtain a form being offered by one of those pay sites without having to pay a dime?
Have I got your attention?
Your Tax Dollars at Work
The U.S. Securities and Exchange Commission maintains on its site ( www.sec.gov) a database of the documents required to be filed by public companies, such as annual and quarterly reports, and it’s yours to access at no charge if you know how to use it. Originally called EDGAR, the new system, which has better search and retrieval features, is called IDEA and can be found at www.sec.gov/idea/searchidea/webusers.htm.
Along with the publicly filed reports are exhibits containing complete agreements entered into by public companies. Most are in editable formats, so you can, for instance, easily download complete employment agreements prepared by some of the highest-priced lawyers in the country. Of course, you are not going to use these documents word for word, but they are excellent tools for identifying issues and providing ideas of how to address them.
Conducting Your Search
Searching for documents is simple. Go to the SEC’s full text search page at http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp. Type in the name of the document you want, such as “employment agreement.” Put quotes around the name so that the complete phrase is searched, not just the individual words. That way you’ll find references to an agreement and not just references to “employment.”
You can opt to conduct a search using additional filtering criteria by clicking on “Advanced Search” just to the right of the search entry box. This brings up search options such as standard industrial classifications and report filing date ranges. So if you want to find employment agreements by a software company because they will contain provisions concerning the ownership and protection of intellectual property, you should select the SIC code 7371, Computer Programming Services, or perhaps SIC code 7372, Services—Prepackaged Software.
When you click on “Search,” a list of hyperlinked report names will be returned, with listings such as the following:
04/06/2009 10-K for MIDWAY GAMES INC
COMPANY NAME(s) - [ MIDWAY GAMES INC (CIK - 1022080 /SIC - 7372)]
11* Executive Employment Agreement made as of May 6, 2003, between the Registrant and David Zucker, incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on May 7, 2003 (the 5/7/03 8-K ). 10
The date is the date of filing of the report with the SEC. The company’s name is Midway Games Inc., and the report form is Form 10-K, which is one of the SEC forms used for a company’s annual report.
The CIK number is the Central Index Key. It is the company’s identification number assigned by the SEC. The SIC code reflects that the company is in the business of “Prepackaged Software.”
The listing notes that the employment agreement is “incorporated herein by reference to the Registrant’s Current Report on Form 8-K filed on May 7, 2003.” Form 8-K is used to file current information that must be reported at a time when neither annual nor quarterly reports are due.
So what’s the deal with “incorporated by reference” documents? Rather than having to continually refile important documents that have already been filed with the SEC, companies are allowed to incorporate them by reference from the report with which they were originally filed. In this case you will have to look at this previous report to find the document you need.
One way of doing this is by clicking on the CIK code. This will take you to a page listing all of the reports filed by Midway Games Inc. At the top of the page you can limit your search of this company’s documents by form type or date. Just type in “8-K” without the quotes before clicking on “Search,” and you will see a list of only the Form 8-K filings made by this company; you should find the May 7, 2003, Form 8-K fairly easily. From there you click on the hyperlinks for the exhibits filed to find the employment agreement.
You can also conduct Boolean searches using Boolean operators such as “and,” “or,” and “not.” (For a full explanation of this, go to www.sec.gov/edgar/searchedgar/edgarfulltextfaq.htm.)
More SEC Reports
The other reports in which you will be interested are registration statements, which are filed by companies that want to conduct a public offering of their securities. They include a description of the company making the offering and exhibits of important agreements entered into by the company. These agreements often contain a goldmine of legal expertise. The main forms used for these reports are Form S-1, Form S-3, and Form S-4. Foreign companies use Form F-1 and Form F-3. (You can find a more complete description of SEC reports at www.sec.gov/about/forms/secforms.htm.)
Not mentioned in that list, for reasons that are beyond my comprehension, are the Proxy and Information Statements, which are DEF 14A and DEF 14C. These are submitted to shareholders prior to a shareholders’ vote and can contain legal agreements as exhibits.
What You’ve Been Waiting For
“Wait a minute,” you might be thinking, “didn’t you promise to tell us how to get form documents offered by pay sites for free?” Not to worry, I didn’t forget. I just left the best for last.
Those of you not willing to fork over $35 (or more) to download a document from a fee-based website only have to know one thing to obtain many of these same documents for free. Certain of the pay websites get many of their forms from the SEC website—and resell them to the public. When these websites provide you with a teaser of the first couple of pages, they typically leave in the names of the parties. All you have to do is search these names on the SEC site to see if they do file there, and then look for the specific document, which isn’t as hard as it sounds. Because the date of the document is usually on the first page, you can limit your search of the company’s reports by date, thereby turning up only a few reports to search for your document.
Hooked for Life
Now that you have an understanding of the SEC site, repository of millions of legal documents, the only problem you’ll have is getting too occupied with looking for more and more agreements. After all, it’s just like eating potato chips; it’s very hard to stop at one.
David Leffler is a member of the New York City law firm Leffler Marcus & McCaffrey LLC, which represents clients in busi-ness matters and litigation. Prior to that he was a solo attorney for more than a dozen years. In his spare time he blogs at staringatstrangers.com. You may write to him at firstname.lastname@example.org.