Fun With SEC Filings

Remember the hullabaloo about Netflix’s “selective disclosure” a few weeks ago?    Well, congratulations, everyone, you’ve already started to scare companies into filing useless 8-k reports with the SEC.  Case in point: Zipcar.  As NYT Dealbook notes, Zipcar filed an 8-k on Friday because their CEO tweeted something.   I don’t really understand WHY they filed the 8-k*, as there can be no argument that there was any new material information in the tweet, which reads in full:

@bostonglobe weighs in on the revolution we started at @zipcar

The point here is that we loyal readers of 8-k’s** don’t need to be inundated with nonsensical NON-information.   Perhaps, if the SEC really wants to crack down on social media dispersion of news and data, it should add a new filing form: Form SM (that’s Social Media, for those who didn’t get it), where all the superfluous cover-your-ass filings with no value can be piled up.

Much more interesting was WYNN’s 8-k filing on Friday evening, in which the company disclosed that Steve Wynn had exchanged an option he held to purchase land on the Company’s golf course for an option to purchase the Company’s aircraft!***  As my buddy Erik put it, “I believe that’s called “Rolling up and out.”   A little options humor for ya’all…

That’s the kind of interesting tidbit that Friday evening 8-k readers want to find, not some crap about a non-informational tweet that the CEO sent out…

WYNN’s 8-k

ZIP’s 8-k

My Prior Netflix Social Media Disclosure post


disclosure: no positions in $ZIP, $NFLX, $WYNN

* to be fair, the 8-k filing also includes the transcript of a CNBC interview that the CEO did, but – and securities lawyers, please correct me if I’m wrong here –  I don’t believe that such an interview would have required the 8-k filing on its own…

** reading 8-k’s is called RESEARCH, or DUE DILIGENCE, for the uninitiated…

*** the text of WYNN’s 8-k:

On January 3, 2013 Wynn Resorts, Limited (the “Company”) and Stephen A. Wynn (“Mr. Wynn”), Chairman of the Board of Directors and Chief Executive Officer of the Company, entered into an agreement pursuant to which Mr. Wynn agreed to termination of a previously granted option to purchase an approximately two acre tract of land located on the Wynn Las Vegas golf course and in consideration therefor the Company granted Mr. Wynn the right to purchase any or all of the aircraft owned by the Company or its direct wholly-owned subsidiaries. The aircraft purchase option is exercisable upon 30 days written notice and at a price equal to the book value of such aircraft, and will terminate on the date of termination of the employment agreement between the Company and Mr. Wynn, dated as of October 4, 2002, as amended from time to time. The terms of the agreement were approved by the Audit Committee of the Board of Directors of the Company.

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