Adoption of Updated EDGAR Filer Manual
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-7933; 34-43843; 35-27338; 39-2388; IC-24827]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission
ACTION: Final rule
SUMMARY: The Securities and Exchange Commission (the Commission) is adopting revisions to the EDGAR Filer Manual (Release 7.5), Volume II - Modernized EDGARLink and is providing for their incorporation by reference into the Code of Federal Regulations.
EFFECTIVE DATE: [Insert date of publication in the Federal Register]. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of [Insert date of publication in the Federal Register].
FOR FURTHER INFORMATION CONTACT: In the Office of Information Technology, Richard Heroux at (202) 942-8800; for questions concerning Investment Management company filings, Ruth Armfield Sanders, Senior Special Counsel, or Shaswat K. Das, Attorney, Division of Investment Management, at (202) 942-0978; and for questions concerning Corporation Finance company filings, Herbert Scholl, Office Chief, EDGAR and Information Analysis, Division of Corporation Finance, at (202) 942-2930.
SUPPLEMENTARY INFORMATION: Today we are adopting an updated Volume II - Modernized EDGARLink of the EDGAR Filer Manual (Filer Manual). The Filer Manual describes the technical formatting requirements for the preparation and submission of electronic filings through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.1 Volume II describes the requirements for filing using modernized EDGARLink.2
Volume II of the Manual contains all the technical specifications for filers to submit filings using the new modernized EDGAR system. Filers must comply with the applicable provisions of the Filer Manual in order to assure the timely acceptance and processing of filings made in electronic format.3 Filers should consult the Filer Manual in conjunction with our rules governing mandated electronic filing when preparing documents for electronic submission.4
EDGAR Release 7.5, the most recent step in the Commission's modernization project, was implemented on November 27, 2000. The main purpose of EDGAR Release 7.5 was to deploy internal SEC software. At the same time, certain updates and improvements were made to the EDGARLink system, which are now reflected in Filer Manual (Release 7.5), Volume II - Modernized EDGARLink.
We have added the form type 40-8B25, for investment companies requesting extension of time for filing certain information, documents or reports pursuant to Investment Company Act of 1940 Rule 8b-25(a). We have eliminated the previously rescinded forms DEF13E3 and PRE13E3 and F-6EF/A. We have modified the SRO (self-regulatory organization) field in EDGAR header information to accept the data item ISE (International Stock Exchange). As an aid to filers, we have also enhanced certain features of filing preparation under modernized EDGARLink. Finally, we have updated the filer manual to note the discontinuation of the TRW/UUNET Private Mail Service, previously known as the CompuServe Public Data Network. The functions that had been provided by this service have been made available through the EDGAR Filing Website, <https://www.edgarfiling.sec.gov>.
We are also amending today Rule 301 of Regulation S-T to provide for the incorporation by reference into the Code of Federal Regulations of the revisions to the Filer Manual. This incorporation by reference was approved by the Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR Part 51.
You may obtain paper copies of the updated Filer Manual at the following address: Public Reference Room, U.S. Securities and Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549-0102. We will post electronic format copies on the Commission's Web Site; the address for the Filer Manual is http://www.sec.gov/info/edgar/filermanual.htm. You may also obtain copies from Disclosure Incorporated, the paper and microfiche contractor for the Commission, at (800) 638-8241.
Since the Filer Manual relates solely to agency procedures or practice, publication for notice and comment is not required under the Administrative Procedure Act (APA).5 It follows that the requirements of the Regulatory Flexibility Act 6 do not apply.
The effective date for the updated Filer Manual and the rule amendments is [insert date of publication in the Federal Register]. In accordance with the APA,7 we find that there is good cause to establish an effective date less than 30 days after publication of these rules. Because the revisions to Volume II do not require any significant adjustments in filing procedure, any hardship to affected persons due to not having additional time to adjust to changes in the manual is more than offset by the need for administrative expediency to conform the filer manual to recent system upgrades and to minimize filer confusion.
We are adopting the amendments to Regulation S-T under Sections 6, 7, 8, 10, and 19(a) of the Securities Act,8 Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,9 Section 20 of the Public Utility Holding Company Act of 1935,10 Section 319 of the Trust Indenture Act of 1939,11 and Sections 8, 30, 31, and 38 of the Investment Company Act of 1940.12
List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping requirements, Securities.
TEXT OF THE AMENDMENT
In accordance with the foregoing, Title 17, Chapter II of the Code of Federal Regulations is amended as follows:
PART 232 - REGULATION S-T-GENERAL RULES AND REGULATIONS FOR ELECTRONIC FILINGS
1. The authority citation for Part 232 continues to read as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-29, 80a-30 and 80a-37.
2. Section 232.301 is revised to read as follows:
§232.301 EDGAR Filer Manual.
Filers must prepare electronic filings in the manner prescribed by the EDGAR Filer Manual, promulgated by the Commission, which sets out the technical formatting requirements for electronic submissions. For the period during which Legacy EDGAR will be available, prior to the complete transition to the use of Modernized EDGAR, the EDGAR Filer Manual will consist of three parts. For filers using modernized EDGARLink, the requirements are set forth in EDGAR Filer Manual (Release 7.5), Volume II - Modernized EDGARLink. For filers using Legacy EDGAR, the applicable provisions are set forth in EDGAR Filer Manual (Release 7.0), Volume I - Legacy EDGARLink. All of these provisions have been incorporated by reference into the Code of Federal Regulations, which action was approved by the Director of the Federal Register in accordance with 5 U.S.C. 552(a) and 1 CFR Part 51. Additional provisions applicable to Form N-SAR filers are set forth in EDGAR Filer Manual: N-SAR Supplement, EDGAR Release 6.1. You must comply with these requirements in order for documents to be timely received and accepted. You can obtain paper copies of the EDGAR Filer Manual from the following address: Public Reference Room, U.S. Securities and Exchange Commission, 450 5th Street, N.W., Washington, D.C. 20549-0102 or by calling Disclosure Incorporated at (800) 638-8241. Electronic format copies are available on the Commission's Web Site; the address for the Manual is http://www.sec.gov/asec/ofis/filerman.htm.
By the Commission.
Jonathan G. Katz
January 16, 2001
1 We originally adopted the Filer Manual on April 1, 1993, with an effective date of April 26, 1993. Release No. 33-6986 (Apr. 1, 1993) [58 FR 18638]. We implemented the most recent update to the Filer Manual on June 23, 2000. See Release No. 33-7867 (June 14, 2000) [65 FR 39086].
2 This is the Filer Assistance software we provide filers filing on the EDGAR system.
3 See Rule 301 of Regulation S-T (17 CFR 232.301).
4 See Release Nos. 33-6977 (Feb. 23, 1993) [58 FR 14628], IC-19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb. 23, 1993) [58 FR 14999], and 33-6980 (Feb. 23, 1993) [58 FR 15009] in which we comprehensively discuss the rules we adopted to govern mandated electronic filing. See also Release No. 33-7122 (Dec. 19, 1994) [59 FR 67752], in which we made the EDGAR rules final and applicable to all domestic registrants; Release No. 33-7427 (July 1, 1997) [62 FR 36450], in which we adopted minor amendments to the EDGAR rules; Release No. 33-7472 (Oct. 24, 1997) [62 FR 58647], in which we announced that, as of January 1, 1998, we would not accept in paper filings that we require filers to submit electronically; Release No. 34-40935 (Jan. 12, 1999) [64 FR 2843], in which we made mandatory the electronic filing of Form 13F; Release No. 33-7684 (May 17, 1999) [64 FR 27888], in which we adopted amendments to implement the first stage of EDGAR modernization; and Release No. 33-7855 (April 24, 2000) [65 FR 24788], in which we implemented EDGAR Release 7.0.
5 5 U.S.C. 553(b).
6 5 U.S.C. 601- 612.
7 5 U.S.C. 553(d)(3).
8 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
9 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
10 15 U.S.C. 79t.
11 15 U.S.C. 77sss.
12 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.