Important Information About EDGAR
EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system, performs automated collection, validation, indexing, acceptance, and forwarding of submissions by companies and others who are required by law to file forms with the U.S. Securities and Exchange Commission (SEC). Its primary purpose is to increase the efficiency and fairness of the securities market for the benefit of investors, corporations, and the economy by accelerating the receipt, acceptance, dissemination, and analysis of time-sensitive corporate information filed with the agency.
Not all documents filed with the Commission by public companies will be available on EDGAR. Companies were phased in to EDGAR filing over a three-year period, ending May 6, 1996. As of that date, all public domestic companies were required to make their filings on EDGAR, except for filings made in paper because of a hardship exemption. Third-party filings with respect to these companies, such as tender offers and Schedules 13D, are also filed on EDGAR.
However, some documents are not yet permitted to be filed electronically, and consequently will not be available on EDGAR. Other documents may be filed on EDGAR voluntarily, and consequently may or may not be available on EDGAR. For example:
- Form 144 (notice of proposed sale of securities) may be filed on EDGAR at the option of the filer.
- Forms 3, 4, and 5 (security ownership and transaction reports filed by corporate insiders) filed before June 30, 2003 may be filed on EDGAR at the option of the filer, but those filed on or after that date must be filed on EDGAR.
- Filings by foreign companies and foreign governments before November 4, 2002 either could be made on EDGAR at the option of the filer, or were not permitted to be filed electronically, but from that date on, these filings must be made on EDGAR.
It should also be noted that the actual annual report to shareholders (except in the case of investment companies) need not be submitted on EDGAR, although some companies do so voluntarily. However, the annual report on Form 10-K or 10-KSB, which contains much of the same information, is required to be filed on EDGAR.
Filers may choose to accompany their official filings with a copy in PDF. In order to read a PDF document, you need an Adobe Acrobat reader. Please note the following information about unofficial PDF copies on our web site:
- Only documents submitted to the EDGAR system in either plain text or HTML are official filings. PDF documents are unofficial copies of filings. Filers may not use the unofficial PDF copies instead of plain text or HTML documents to meet filing requirements.
- Our rules require that an unofficial PDF copy of a document be substantively equivalent to the official filing of which it is the copy. That is, the PDF document must be the same in all respects except that the PDF document may be formatted differently and may contain graphics. It is the filer's responsibility to make sure of this. The EDGAR system cannot check to make sure the two documents are the same. You should look at the official filing if you need to see what has been filed with the SEC.
- Unofficial PDF copies are not subject to certain liabilities under the federal securities laws that are imposed only on filings. They are, however, subject to most of the civil liability and anti-fraud provisions. In addition, PDF copies that are prospectuses retain prospectus liability under Section 12 of the Securities Act.
Some filers are required to submit documents in Interactive Data format using the eXtensible Business Reporting Language (XBRL), which accompany certain official filings. Interactive Data documents can be opened using many common Internet browsers; however, to better view the contents of the Interactive Data documents, you will need an XBRL-specific software application. As a computer language, XBRL was designed to be machine-readable, and so therefore to be human-readable it needs to be rendered into a more familiar and recognizable format. The SEC has provided a software application called a Viewer that automatically renders the XBRL into a human-readable format when the Interactive Data documents are accessed on the EDGAR public website, found at http://www.sec.gov/edgar/searchedgar/webusers.htm. In regards to Interactive Data documents:
- Our rules establish guidelines for the content and format, including which data may be provided as part of an Interactive Data document, and the relationship to the related official filing. While the EDGAR system does run various XBRL validation criteria, it does not automatically check to ensure complete compliance; it is the filer's responsibility to comply with these guidelines.
- Only documents submitted to the EDGAR system in either plain text or HTML are official filings. All Interactive Data documents are submitted as an Exhibit 101, and for an initial two year period (based on a phase-in approach when they are first required to be submitted) are considered furnished, not filed. This temporary provision expires completely on October 31, 2014. Registrants may not use the Interactive Data documents instead of plain text or HTML documents to meet filing requirements.
- For an initial two year period after being phased-in, Interactive Data documents are not subject to certain liabilities under the federal securities laws that are imposed only on filings. At the end of the two year period, the Interactive Data documents are subject to the same liability provisions as the related official filing, with temporary provisions expiring no later than October 31, 2014.