Sample Letter Explaining Transition to EDGAR Submission and Filing of Draft Registration Statements
In October 2012, the Division of Corporation Finance sent the following letter to companies whose draft registration statements were under staff review to explain how they can transition to electronic filing via EDGAR.
October 2012 XYZ Corporation Address Dear [ ]: We are sending you this letter because you have a draft registration statement under review by the staff of the Division of Corporation Finance. Beginning in April, we adopted temporary policies allowing the submission of draft registration statements using either the SEC’s mail room or, in May, a secure email system. On October 1, 2012 you will be able to submit draft registration statements using EDGAR. You will not be required to use EDGAR until the Commission adopts the changes to the EDGAR Filer Manual for Release 12.2. We will announce on the Commission’s website when you will be required to start using EDGAR for your submissions. This letter is to provide guidance to you on how to start using the EDGAR system to submit your draft registration statements. You already have a Central Index Key, or CIK number, assigned to you. You will need your CIK number to make your initial filing on EDGAR and you must take a number of steps to prepare for that filing. Following the procedures set forth in Section 3.3.1.1 of the EDGAR Filer Manual – Volume I at http://www.sec.gov/info/edgar/edgarfm-vol1-v13.pdf, you must:
Once you have your EDGAR access codes, login to the EDGAR Filer Website at https://www.edgarfiling.sec.gov. Select “Draft Reg. Statement” on the left hand side of the opening page and proceed to attach your draft submission as described in the EDGAR Filer Manual and the detailed instructions that are posted on the SEC Website at http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf. When you make your first EDGAR draft submission, you should submit it as a new draft registration statement, even if it is an amendment to a previously submitted version. In addition to the new draft, in this first EDGAR submission, you should also:
If you intend to use Rule 83 (17 CFR 200.83) to request confidential treatment of information in the correspondence you submit on EDGAR, please properly mark that information in each of your confidential submissions to us so we do not repeat or refer to that information in our comment letters to you. You may contact me with any questions. Sincerely, Assistant Director |
Last Reviewed or Updated: Oct. 3, 2012