EDGAR Filer Information:
|The Securities and Exchange Commission disclaims responsibility for any private publication or statement of any of its employees. This outline was prepared by members of the staff of the Divisions of Corporation Finance and Investment Management and does not necessarily represent the views of the Commission, the Commissioners, or other members of the staff.|
|This outline was prepared by employees of the Securities and Exchange Commission as an aid to those who are subject to mandated electronic filing. The outline is available to the public at large and may be reproduced without restriction or charge by any party at any time.|
In early 1993, the Commission began to mandate electronic filings through its Electronic Data Gathering, Analysis, and Retrieval system, EDGAR. This system is intended to benefit electronic filers, enhance the speed and efficiency of SEC processing, and make corporate and financial information available to investors, the financial community and others in a matter of minutes. Electronic dissemination generates more informed investor participation and more informed securities markets. The Commission awarded a three-year contract to TRW, Inc, effective July 1, 1998, for the modernization of the EDGAR system. The new system is expected to reduce costs and efforts of preparing and submitting electronic filings, as well as permit more attractive and readable documents.
The Commission began developing an electronic disclosure system in 1983. By the fall of 1984, a pilot system was opened for volunteers filing with both the Division of Corporation Finance and the Division of Investment Management. On July 15, 1992, the operational EDGAR system was made available to those filers, still on a voluntary basis.
On February 23, 1993, the Commission issued four releases adopting rules, on an interim basis, that required filers to file electronically, by direct transmission, diskette, or magnetic tape, most documents processed by the Divisions of Corporation Finance and Investment Management. The following releases also contained phase-in schedules to bring filers onto the EDGAR system, a process that began on April 26, 1993:
After completing the phase-in of a statutorily mandated significant test group in December 1993, the Commission refrained from further phase-in of EDGAR filers while the staff evaluated EDGAR's performance during a six-month test period, which ran from January 1, 1994 to June 30, 1994. The evaluation resulted in a positive assessment of the EDGAR system, based on data gathered from within the Commission as well as from the filers and other members of the public. Consequently, the staff recommended that the Commission proceed with full implementation of mandated electronic filing.
Since that time, the Commission has issued a number of releases updating and making technical and other changes to the EDGAR filing requirements:
On April 24, 2000, the Commission issued Release No. 337855 – adopting amendments to existing rules and forms to reflect changes in filing requirements that result from the implementation of the next stage of EDGAR modernization (EDGAR Release 7.0). On May 30, 2000, the Commission began accepting HTML documents with graphic and image files and with expanded use of hyperlinks. Filers who choose to use HTML may hyperlink to other documents within the same filing (i.e., exhibits) or to documents contained in other official filings in the EDGAR database on our public website at www.sec.gov. Also, on May 30, 2000, EDGAR began accepting filings via the Internet.
The release removes the requirement for filers to submit Financial Data Schedules, effective January 1, 2001. It also removed diskettes as an available means of transmitting filings to the EDGAR system, effective July 10, 2000.
Most of the EDGAR rules apply to all electronic filers, whether the filings are processed by the Division of Corporation Finance or the Division of Investment Management. The most significant differences in the rules applicable to filings made with respect to investment companies, institutional investment managers and public utility holding companies relate to the treatment of exhibits and annual reports to security holders. The following discussion addresses the rules as applicable to all filers; where applicable, differences in treatment are noted.
The cornerstone of the EDGAR rules is Regulation S-T, a separate regulation containing rules prescribing requirements for filing electronically and the procedures for making such filings. Regulation S-T supersedes a number of the procedural requirements set forth in the Commission's rules and forms, for example, requirements relating to paper size and number of copies. The Commission amended its rules and forms as necessary to make references to specific electronic filing provisions. Electronic filers that obtain an exemption from the electronic filing provisions of Regulation S-T will continue to file in paper in accordance with the paper filing requirements. In addition, as discussed below, filers continue to submit certain filings in paper.
Filers must prepare electronic filings in accordance with the procedures and technical formatting requirements set forth in the EDGAR Filer Manual promulgated by the Commission. See Rule 301 of Regulation S-T. To obtain a copy of the Filer Manual and the EDGARLink software, call the Commission's Public Reference Room at (202) 942-8090 or fax in a request at (202) 628-9001 ($15.75 for the Filer Manual and $2.65 for the software). Filers may also order these items from Disclosure Inc. at 1-800-638-8241 ($30 for the Manual). To update the EDGARLink software, filers can also choose "Verify EDGARLink Version" from the EDGARLink main menu. EDGARLink and the EDGAR Filer Manual are also available on the EDGAR Database section of the SEC's web site (www.sec.gov).
The EDGAR system accepts electronic submissions either as a direct transmission, including via the Internet, or on magnetic cartridge. (The Commission has announced that filers may use the 9 track magnetic tape format until November 27, 2000). Most filers currently make EDGAR submissions by using a dial-up modem process, with or without the use of EDGARLink (the filer assistance software that is provided to filers filing on the EDGAR), directly to EDGAR or through the EDGAR electronic mail service to EDGAR.
With EDGAR Release 7.0, filers using modernized EDGARLink may make EDGAR filings through Internet-based technology via an Internet Service Provider of their choice. Modernized EDGARLink provides filers a new, easier to use EDGARLink product for gathering and transmitting documents to the EDGAR system. (The Commission has announced that it will continue to support the old "legacy" DOS-based version of EDGARLink until April 20, 2001.)
The EDGAR system accepts both ASCII and HTML documents as official filings. The Commission is not now requiring the use of HTML. However, the Commission expects to require HTML for most filings in the future, so it encourages filers to use it and gain experience with this format if they do not have it already. If HTML is used, each EDGAR document may consist of no more than one HTML file.
The EDGAR system imposes certain limitations on HTML documents, as discussed below. Filers may not submit Form N-SAR and Form 13F as HTML documents. These documents have standard formats and tagging designed for presentation in ASCII, and their current format facilitates their downloading and use in other computer applications. However, filers may submit exhibits to Form N-SAR in HTML. See Rule 105 of Regulation S-T.
In addition to permitting the use of HTML in filings, the Commission permits filers to submit a single unofficial PDF copy of each electronic document. See Rule 104 of Regulation S-T. Filers may not use PDF documents instead of HTML or ASCII documents to meet filing requirements. Unofficial PDF copies of filings will be disseminated publicly. The unofficial PDF copy is optional, but if a filer submits an unofficial PDF copy of a document, that PDF document must be the same as the official document (the HTML or ASCII document of which it is a copy) in all respects except for the formatting and inclusion of graphics (instead of the narrative and/or tabular description of the graphics). The text of the two documents must be identical. Further, filers may not make a submission consisting solely of PDF documents; filers must include unofficial PDF copies only in submissions containing official documents in HTML or ASCII format.
The substantively equivalent requirement does not apply to non-public correspondence submissions. Filers may submit unofficial PDF copies of correspondence documents that differ from the contents of the associated ASCII or HTML correspondence documents. This enables filers to submit redlined copies of official filings in unofficial PDF copies of EDGAR correspondence documents. If a filer submits an unofficial PDF copy of a correspondence document that differs from the text of the ASCII or HTML document, the text of the ASCII or HTML correspondence document should identify and briefly describe the contents of the unofficial PDF copy.
Filers who choose to use HTML may include hyperlinks between sections of the same HTML document. They also may include hyperlinks to other documents within the same filing (i.e., exhibits) or to other official filings in the EDGAR database on our public website at www.sec.gov if they make their filings using the modernized version of EDGARLink that became available May 30, 2000. For example, filers may link from within a document to previously filed documents that are incorporated by reference. The EDGAR system permits links to specific filings only, not to specific information within these documents. Links outside the EDGAR database, including links to web sites, are prohibited.
Hyperlinks may not be used as a substitute for providing information required in the filed document when incorporation by reference is not available. For example, a Form S-1 may contain a hyperlink to the filer's Form 10-K, but the filer still must provide all required business and financial information in the Form S-1.
If incorporation by reference is available, the filer must comply with all related requirements even if the filer chooses to use hyperlinks. For example, a Form S-3 may contain a hyperlink to the previously filed Exchange Act reports incorporated by reference, but the Form S-3 still must make the required statements about which documents are incorporated by reference.
Linked material is not part of the official filing for determining compliance with reporting obligations. Such material, however, is subject to the civil liability and anti-fraud provisions of the federal securities laws whether or not the hyperlink is permitted by the Commission's rules. Moreover, if a company hyperlinks to a hyperlink, which, in turn, links to another hyperlink, the company will be treated as making all the hyperlinked material its own. Also, if a hyperlinked document is corrected or updated by means of a new filing, the document containing the hyperlink also may have to be amended.
The Commission has adopted a specific HTML standard for HTML documents submitted on the EDGAR system. Because different Internet browsers used by filers or the public may display the information presented in an HTML document in a different fashion, a document viewed through one browser may have a different appearance and layout from the same filing viewed through a different browser. This would be especially evident when a filing printed in hard copy from one browser appears significantly different from the same filing printed out from another browser. To maximize the likelihood of consistent document appearance across different browsers, the Commission specified HTML 3.2 as the required standard for HTML documents.
The Commission also adopted a set of permissible HTML 3.2 tags for use in HTML documents, including tags to allow graphics and more hypertext links through the use of the modernized EDGARLink. These permissible tags allow for most HTML 3.2 formatting capability while eliminating active content and certain classes of hypertext links. The permissible tag set does not include proprietary extensions that are not supported by all browsers. The tag list is included in the EDGAR Filer Manual (Release 7.0.), Vol. II (Modernized EDGARLink). In general, the EDGAR system will suspend submissions that contain tags that are not permitted. The Commission plans to move to a set of permissible HTML 4.0 tags in a future EDGAR system release.
Filers may not include tables within tables (nested tables) in their HTML documents. This is because users of EDGAR information may find it difficult to locate and use information in documents with nested tables. EDGAR submissions may not contain tags used to include executable code, either in any official submission or any unofficial PDF copy, at any time, either during the HTML implementation period or subsequently. (See Rule 106 of Regulation S-T.)
Rule 305 limits the number of characters per line. The Commission added paragraph (b) to the rule to provide that the limitations of paragraph (a) (i.e., the narrative portion of an electronic document may not exceed certain character limitations per line and other formatting restrictions) do not apply to HTML documents.
Rule 306 provides that foreign currency denominations be expressed in words or letters in the English language rather than representative symbols. The Commission amended the rule to allow HTML documents to include the representative foreign currency symbols specified in the EDGAR Filer Manual and to provide that the limitations will not apply to documents that are unofficial PDF copies.
Rule 307 provides that filers must present required bold-face type as capital letters in ASCII documents. The Commission amended the rule to make it clear that the provision does not apply to HTML documents because filers are able to include bold-face type in HTML documents.
Rule 310 provides that the requirement for marking changed materials is satisfied by inserting the tag
Paragraph (k)(2)(ii) of Securities Act Rule 497 requires investment company filers to submit additional copies of certain forms of profiles in the primary form intended for distribution to investors (e.g., paper or electronic media) or, if the profile is distributed primarily on the Internet, to provide the electronic address (URL) of the profile pages(s) in an exhibit to the electronic filing. The Commission amended paragraph (k)(2)(ii) of Rule 497 to allow a filer to submit with its electronically filed definitive form of profile an unofficial PDF copy of the profile instead.
Rules 100 and 101 of Regulation S-T require filers, with certain exceptions, to submit electronically all documents, including filings, correspondence, and supplemental information, submitted by or relating to domestic registrants under the Securities Act, the Exchange Act, the Public Utility Holding Company Act, the Trust Indenture Act, and the Investment Company Act.
Foreign private issuers and foreign governments generally are not subject to mandated electronic filing requirements. See Rule 600 of Regulation S-T. However, the Commission has requested comment on whether foreign private issuers should be required to make their filings on EDGAR. See Release 33-7855 (April 24, 2000).
Except as noted below, filers must submit electronically all filings made with respect to domestic registrants by third parties, whether business entities or individuals (e.g., proxy materials, tender offer materials, Form 13F and Schedules 13D/G), absent a hardship exemption. This is true even if the third party filer is a foreign private issuer or foreign government.
The Commission will not accept in paper format filings required to be submitted electronically, absent a hardship exemption. (See Rule 14 of Regulation S-T.) If the staff inadvertently accepts a paper filing not permitted by the EDGAR rules, the filer is subject to certain penalties: ineligibility to use Securities Act forms incorporating by reference Exchange Act reports; inability to incorporate the paper filing by reference (Rule 303 of Regulation S-T); and tolling of certain tender offer dates.
Some documents may not be filed on EDGAR. Among the documents that are excluded are: confidential treatment applications; interpretive, no-action and exemptive requests; filings pertaining to Regulation A and other offerings exempt from Securities Act registration; shareholder proposal filings; filings under Section 8(f) of the Investment Company Act (except Forms N-8F and applications for deregistration filed under Investment Company Act Rule 0-2); investment company fidelity bonds and related documents; and litigation materials filed under Section 33 of the Investment Company Act. For now, filers must submit these documents in paper. Corporation Finance filers also may submit interpretive and no-action requests by e-mail.
Public utility holding company filers must file in paper, under cover of Form SE, their annual reports to security holders submitted under the Public Utility Holding Company Act and certain reports and exhibits.
Electronic filers should exercise special care when submitting documents or parts of documents that are the subject of a confidential treatment request, including preliminary proxy materials relating to business combinations that the Commission may give confidential treatment if marked appropriately for such treatment under the proxy rules. Filers must submit these documents in paper or they will become available to the public immediately upon acceptance.
The Commission permits, but does not require, Corporation Finance filers to submit several types of documents electronically. Examples include: the annual report to security holders furnished to the Commission for its information under the proxy rules (see no. 9, below, for the treatment of an annual report to security holders that is a part of a filing); the Notice of Exempt Solicitation, the submission that indicates reliance by certain security holders on the Exchange Act Rule 14a-2(b) exemption from proxy material filing requirements under the revised proxy rules; and Form 11-K, the report for employee benefit plans.
Filers may submit electronically, on a voluntary basis, Forms 3, 4 and 5, for reporting securities transactions of corporate insiders under Section 16 of the Exchange Act, and Form 144, the notice of proposed sale of securities under Rule 144 under the Securities Act. See Release No. 33-7241 (November 13, 1995). Filers may submit electronically Forms 144 only if the issuer of the securities is a public company. The Commission has solicited comment on the concept of requiring more filings to be made electronically, such as Forms 3, 4, 5, 144, exemptive application filings made by investment companies, and foreign private issuer filings. See Release 33-7855.
Investment companies must file their Forms N-8F (and applications for deregistration under Investment Company Act Rule 0-2) electronically. See Release No. IC-23786 (April 15, 1999).
Rule 12 of Regulation S-T provides that the Commission will accept for filing magnetic cartridges at its Headquarters or at its Operations Center in Alexandria Virginia, during the Commission's current hours for receipt of paper filings, 8:00 a.m. to 5:30 p.m. Eastern time. (Effective July 10, 2000, the Commission no longer accepts filings on diskette.) The Commission permits direct transmission filers to transmit until 10:00 p.m., but Rule 13(a) of Reg. S-T provides that any direct transmission filing that commences after 5:30 will be dated the following business day. The exception to this rule is that registration statements filed to increase the number of shares, as provided by Securities Act Rule 462(b), will receive the same day's filing date if transmitted by 10:00 p.m. See Rule 13(b) of Regulation S-T and Release No. 33-7168 (May 11, 1995). Any direct transmission filing commencing before 5:30 p.m., if accepted, will receive that day's filing date.
Rule 102 of Regulation S-T provides filers are not required to refile in electronic format exhibits previously filed in paper when incorporated by reference into an electronic filing. After becoming subject to mandated electronic filing, a filer must file any new exhibits electronically, absent a hardship exemption. Where an electronic amendment is filed to an exhibit previously filed in paper, the filer must submit electronically only the amendment; the filer will not have to refile electronically the previously filed paper exhibit to which the amendment relates, except for the articles of incorporation, by-laws, and investment advisory contract of the registrant, which must be restated in their entirety upon amendment. Public utility holding company filers are not subject to this requirement. See Rule 102(f) of Regulation S-T.
The rules for investment companies differ. In general, filers must submit all investment company exhibits, including exhibits to Form N-SAR, electronically. In addition, investment companies may incorporate by reference only to documents filed electronically. See Rule 102(e) of Regulation S-T.
Two hardship exemptions are available to permit a filing or other submission to be made in paper rather than electronic format. First, Rule 201 of Regulation S-T provides a temporary hardship exemption for electronic filers, generally for unanticipated technical difficulties in submitting an electronic document. The exemption may be appropriate, for example, for a particular document that a filer is unable to file electronically because of problems with the filer's computer equipment that had been used previously to transmit either test or required electronic filings successfully. Under that exemption, the filer may make the filing in paper (with a legend on the cover page identifying it as being submitted under Rule 201) and then follow it with a confirming electronic copy within six business days so that the electronic database will be complete. An electronic filer may take advantage of the exemption simply by filing the subject document in paper under cover of Form TH, Notification of Reliance on Temporary Hardship Exemption. No Commission staff involvement is required. If the filing is an exhibit only, then filers must submit the documents under cover of both Form TH and Form SE. The sanctions for violating electronic filing requirements mentioned above also apply where a filer is required to submit a confirming electronic copy of a document filed in paper under a temporary hardship exemption but fails to do so.
Second, under Rule 202 of Regulation S-T, a continuing hardship exemption is available to electronic filers under limited circumstances for exhibits or a filing or group of filings. For example, this exemption might be appropriate for an exhibit consisting of another government agency's voluminous form that a filer cannot convert into electronic format without causing the filer undue hardship. Unlike the temporary hardship exemption, the staff must act upon a written application for a continuing hardship exemption. If the staff grants the exemption, the filer may make the submission in paper.
In most cases, a filer need not follow up a paper filing under a continuing hardship exemption with an electronic copy. However, under some circumstances, the staff believes that it would be in the public interest for the electronic database to contain the document in question. Rule 202(d) allows the grant of a continuing hardship exemption for a limited time only. When the time is up, the filer must submit a confirming electronic copy.
Paper filings submitted under a continuing hardship exemption must include a legend on the cover page of the document identifying it as being submitted in paper under Rule 202 of Regulation S-T. If the filing is an exhibit only, then filers must submit the document under cover of Form SE. Corporation Finance filers should direct inquiries concerning continuing hardship exemptions to the Office of EDGAR and Information Analysis in the Division of Corporation Finance at (202) 942-2940. Investment company filers should direct their inquiries to the EDGAR contact in the Division of Investment Management at (202) 942-0978. Public Utility Holding companies should direct their requests to the Office of Public Utility Regulation in the Division of Investment Management at (202) 942-0558.
In addition to the two hardship exemptions, Rule 13 of Regulation S-T permits an electronic filer to request an adjustment of the filing date of an electronic document when the filer encounters technical problems beyond its control that prevent electronic submission by the due date specified by the applicable form or rule. Filers should direct requests for filing date adjustments to the contacts listed in the previous paragraph.
Rule 302 of Regulation S-T provides that required signatures in electronic filings must be submitted in typed form. Required signatures must be typed to ensure legibility of these signatures. Electronic filers must retain a manually signed signature page or other document authenticating, acknowledging or otherwise adopting the signatures that appear in typed form within an electronic filing. Filers must make this document available to the Commission or its staff upon request for a period of five years. Each signatory to the filing must execute the manually signed authentication document before or at the time the filing is made.
Signatures in HTML documents that are not required by statute or regulation may appear as script. The same is true of signatures in unofficial PDF copies, which are not required signatures.
Following a recommendation of the Task Force on Disclosure Simplification, in May 1996 the Commission changed its rules governing signatures to allow typed signatures on all filed documents, with limited exceptions, both paper and electronic. Manually signed signature authentication documents are required whenever typed signatures are filed with the Commission.
Rule 103 of Regulation S-T provides a safe harbor against liability for errors in, or omissions from, documents filed electronically that result solely from electronic transmission errors beyond the control of the electronic filer. The safe harbor is available where the electronic filer takes corrective action as soon as reasonably practicable after becoming aware of the error or omission.
Because of difficulties associated with sending and interpreting graphic, image, audio, and video material, EDGAR does not accommodate electronic submission of such material in ASCII filings. EDGAR, however, does accommodate graphic and image material, but not audio or video material, in HTML documents. Rule 304 of Regulation S-T, governing treatment of omitted graphic, image, audio, and video information, requires that fair and accurate descriptions or transcripts of omitted material be included either at the point in the text where the omission occurs or in an appendix to the electronic filing. A note to Rule 304(a) provides that, if the omitted material includes data, filers must include a tabular representation or other appropriate representation of that data in the electronically filed version of the document. Rule 304 applies only to official filings, not to unofficial PDF copies, which may contain graphic and image material (but not animated graphics, audio or video material).
The graphic, image, audio, and video material in the version of the document distributed to investors is deemed part of the filing and is subject to the liability and antifraud provisions of the federal securities laws. Filers do not need to describe immaterial differences between the distributed and electronically filed versions of a document, such as type size or font, pagination or corporate logos. A safe harbor provides that, to the extent such descriptions or transcripts represent a good faith effort to fairly and accurately describe omitted material, they will not be subject to the liability provisions of the federal securities laws.
The filer must retain any document containing graphic, image, audio, or video material that is omitted from an electronic filing for a period of five years after the filing date of the document or the date appearing on the document, whichever is later. Filers must make such documents available to the Commission staff upon request.
Rule 304(d) of Regulation S-T gives special treatment to the performance line graph required by Item 402(l) of Regulation S-K to be included in proxy and information statements relating to an annual meeting of security holders at which directors are to be elected (or special meeting or written consents in lieu of such meeting) and the line graph required by Item 5 of Form N-1A for investment companies. ASCII filers must present the numerical data from which these graphs are created in the body of the electronic document in tabular or chart form. Of course, the paper version of the document disseminated to security holders must include the prescribed line graph. See Release No. 33-7427.
The EDGAR system permits graphic or image material in HTML documents that filers submit using a modernized version of EDGARLink. Filers are required to submit graphics in HTML documents only in the limited instances when our rules require graphics. Under Rule 304(e), filers submitting HTML documents must use graphics for the following information: the performance graph that is to appear in registrant proxy and information statements relating to annual meetings of security holders (or special meetings or written consents in lieu of such meetings) at which directors will be elected, as required by Item 402(l) of Regulation S-K; and the line graph that is to appear in registrant annual reports to security holders or prospectuses, as required by paragraph (b) of Item 5 of Form N-1A.
Rule 304(e) prohibits filers from using graphic or image material to submit information such as text or tables, so that users will be able to search and/or download this information into spreadsheet form. Instead, filers must submit such information as text in an ASCII document, or as text or an HTML table in an HTML document.
Filers should be aware that the EDGAR system does not support the following:
Please note that filers should not place non-public information in graphic files, since all graphic files are disseminated, even if the associated HTML or unofficial PDF document is non-public and not disseminated.
The treatment of annual reports differs for Corporation Finance, investment company, and Public Utility Holding Company filers.
Annual reports to security holders (glossy reports) for Corporation Finance filers frequently contain extensive graphic information that is difficult to prepare in electronic format. Accordingly, the rules provide special treatment for these documents. As discussed above, Rule 101 of Regulation S-T provides that filers may furnish glossy reports for the Commission's information as required by the proxy and information statement rules (e.g., Exchange Act Rule 14a-3(c)) in either paper or electronic format. In contrast, Rule 303 of Regulation S-T states that if the glossy report is incorporated by reference into any filing – for example, a Form 10-K or a Form S-2 – filers must file the portions incorporated by reference in electronic format as an exhibit. The same is true for a quarterly report to security holders incorporated by reference into a filing.
Investment company filers are required to file all annual and semi-annual reports to security holders electronically. Public Utility Holding Company filers submit annual reports in paper when they are submitted as part of a filing under the Public Utility Holding Company Act.
Form 10-K and Form 10-KSB both require issuers reporting under Section 15(d) of the Exchange Act to furnish to the Commission for its information any annual report to security holders covering the registrant's last fiscal year and every proxy statement, form of proxy or other proxy soliciting material sent to more than ten of the registrant's security holders with respect to any annual or other meeting of security holders. When these issuers submit this information with their Exchange Act annual reports, it is not deemed filed with the Commission unless it is incorporated by reference into the report itself. Filers should submit these proxy materials electronically. Consistent with the requirements to furnish annual reports to security holders under the proxy rules, registrants have the option to submit their annual report to security holders under these annual reporting provisions either in paper or in electronic format.
As noted above, Rules 100 and 101 of Regulation S-T require third party filers to transmit their Schedules 13D and 13G via EDGAR if the company to which the filing relates is an electronic filer. However, if the subject company is a foreign private issuer, filers may submit their Schedule 13D and 13G either in paper or in electronic format.
In addition, Rule 101 of Regulation S-T provides that, where these schedules originally were filed in paper, the first electronic amendment must restate the entire text of the schedule, as amended. Where the amendment is made to report a transaction that would allow the filer to exit the reporting system, the filer need only file the amendment. Consistent with the general treatment of exhibits filed electronically, if any exhibit to a Schedule 13D or 13G is amended, the filer need only file the text of the amendment.
Filers filing Schedules 13D and 13G with respect to foreign private issuers should include in the EDGAR submission header all zeroes (i.e., 00-0000000) for the IRS tax identification number. See the note to paragraph (a)(1)(iii) of Rule 101 of Regulation S-T.
Currently, all domestic EDGAR registrants whose filings are processed by the Division of Corporation Finance or Investment Management must submit Financial Data Schedules to the Commission. However, the Commission has eliminated the requirement for filers to submit FDSs for all filings due and submitted after January 1, 2001. See Release No. 33-7855.
Rule 101(d) of Regulation S-T requires all electronic filers to submit a copy of their first electronic filing to the Commission in paper format. Either computer print-outs of EDGAR filings or the traditional paper filings are acceptable. A filer submitting a paper print-out of the electronic filing must omit the header information to ensure that confidential information contained in the header remains non-public. Filers must place a legend at the top of the paper copy indicating that it is being submitted under Rule 101(d) of Regulation S-T. No signatures are required; these are copies, not official filings. The filers may send the paper copy by regular mail. They should mail the copy so that it is received by the Commission no later than six business days after the electronic filing. Filers should address the copy to: OFIS Filer Support, SEC Operations Center, 6432 General Green Way, Alexandria, VA 22312-2413.
The EDGAR system and Rule 501 of Regulation S-T are designed to facilitate electronic filing by allowing filers to submit in advance of an intended filing information intended to become part of that filed document by its subsequent inclusion in the electronic filing. A modular submission feature allows a filer to submit information, such as financial statements, to a non-public EDGAR database for inclusion in as many filings as the filer designates, so long as the information remains current.
A similar feature is segmented filing, in which a filer may submit various segments of a document to be filed with the Commission to the EDGAR non-public data storage area up to six business days in advance of the anticipated filing date. For example, filers may submit voluminous exhibits in advance of a filing. On the anticipated filing date, the electronic filer may submit a master segment instructing EDGAR to assemble the desired filing from the previously submitted segments and file it. Filers may use segments only once.
Regulation S-T provides that neither modular submissions nor segments will be deemed "filed" or subject to liability under the federal securities laws until the filer includes the information in an electronic filing. In addition, filers should be aware that EDGAR does not allow the inclusion of graphics and hyperlinks in modules and segmented filings.
The Commission has adopted four paper forms specifically for use with the EDGAR system. Form ID is used to apply for the codes necessary for access to file on EDGAR. Form ID also is used to provide identifying information on companies and individuals who are required to file with the Commission as well as information on agents who are authorized to file on behalf of such persons. Filers also may submit an amended Form ID to change the codes received in response to the original Form ID application, in which case filers should clearly mark the Form ID as an amendment.
Filers use Form ET when they submit electronic filings to the EDGAR on magnetic cartridge. Electronic filers must use Form SE as a cover sheet attached to any paper format exhibit, including exhibits filed under a temporary or continuing hardship exemption. Finally, filers use Form TH as a cover sheet accompanying documents filed in paper under a temporary hardship exemption, as described in Section 5 above.
Rule 3a of the Commission's rules governing Informal and Other Procedures requires all electronic filers to pay fees via the lockbox at the U.S. Treasury designated lockbox depository maintained by the Commission at the Mellon Bank in Pittsburgh, Pennsylvania. Filers may pay by direct wire transfer or by mailing or delivering a check or cash to the lockbox. Rule 13(c) of Regulation S-T requires electronic filers to pay filing fees in accordance with the lockbox procedures, including those pertaining to documents filed in paper under a hardship exemption. Thus, persons subject to electronic filing must tender all fees to the lockbox at Mellon Bank – not to the Commission's filing desk – even when physically filing a paper document or magnetic cartridge at the Commission's filing desk.
The Commission will deem a Securities Act registration statement (including a Securities Act filing by an investment company) filed as of its date of receipt, provided that all of the conditions of acceptance are satisfied, including verification of fee payment. If payment is not confirmed until the day following receipt by the Commission, the Commission will assign the filing a filing date as of the date of confirmation of payment, not the date of receipt. For information relating to fee confirmation with respect to registration statements filed for the purpose of increasing the number of shares, as provided under Securities Act Rule 462(b), see Release No. 33-7168 (May 11, 1995). If the Commission staff cannot verify payment, EDGAR will place the filing in a suspense file for up to six business days, and the staff will so notify the filer. Since EDGAR verifies fee payments made via wire transfer on a near real-time basis (every 15 minutes), while it verifies those made by check on a daily basis, a filer may wish to pay fees with respect to a time-sensitive Securities Act registration statement by wire transfer to expedite acceptance processing.
Filers should direct questions concerning fee payment to Filer Support at (202) 942-8989.
The EDGAR rules apply only to filings made with the Commission; the rules do not affect the obligation of filers to deliver to security holders or potential investors documents such as prospectuses, tender offer materials and proxy or information statements. As the ability to send and receive information in electronic form has become more prevalent, issuers and other market participants have requested interpretive guidance regarding the electronic delivery of these documents. Currently, many issuers provide information through electronic means, primarily through the Internet.
Since the adoption of the interim rules in February 1993, the Commission staff has been working with electronic filers to help them satisfy their electronic filing obligations. The following is a list of staff suggestions to help electronic filers avoid some of the more common errors associated with electronic filing. Filers should direct technical questions relating to filing on EDGAR to EDGAR Filer Support at (202) 942-8900.
|497K1, 497K2, 497K3A, or 497K3B, as appropriate||profiles for open-end management investment companies|
|485BXT||a filing under rule 485(b) to extend the effective date of a previous 485(a)|
|POS 8C||post-effective amendments under the 1933 Act, or under both the 1933 and 1940 Acts, filed by registrants filing on Forms N-2 and N-5|
|N-14 8C||Form N-14 registration statements filed by closed-end investment companies|
|N-30D||annual and semi-annual reports mailed to investment company shareholders filed under Rule 30d-1 (do not use "ARS" for investment companies)|
|N-30B-2||other investment company periodic and interim shareholder reports|
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