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DRAFT EDGAR XFDL Technical Specification (Version 2)

This DRAFT EDGAR XFDL Technical Specification (Version 2), posted before Commission approval of potential regulatory changes in this release, is provided as a service to our filing community to assist filers, agents, and software developers prepare for potential changes the staff anticipates. Since this is a draft specification, the SEC retains the right to change any part of the specification before the new system release is made final. In addition, the final EDGAR XFDL Technical Specification is subject to Commission approval and may be revised before approval or not approved at all.  Similarly, the posting of the DRAFT EDGAR XFDL Technical Specification (Version 2) does not indicate Commission approval of any pending proposed changes relating to the potential changes reflected in the draft specification. The changes outlined in this draft specification, if approved, are scheduled to take effect on November 7, 2005. The final version of the specification will be made available as and if approved by the Commission on or about November 7, 2005, on the SEC's Public Website.

The DRAFT EDGAR XFDL Technical Specification (Version 2) provides, to those filers that are interested, a basis for creating XFDL filings without the use of the EDGARLink tool. Changes to the DRAFT EDGAR XFDL Technical Specification (Version 2) are being made primarily to support the amended rules and forms adopted by the Commission to address 1) the use of Form S-8, Form 8-K, and Form 20-F by shell companies; and 2) the changes necessary to support the Securities Offering Reform, which will modify and advance significantly the registration, communications, and offering processes under the Securities Act of 1933. 

A summary of the changes are as follows (please refer to the appendices that appear in the XFDL specification for details):

Template 1

  1. The following additional submission types are allowed in the SubTable_submissionType_ field and the SubOffset_offsetForm_ field:
     
    S-3ASR, F-3ASR, POSASR, 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8
     
  2. In order to support a new fee payment plan option for Well-Known Seasoned Issuers, the new SubOffering_typeOfPayment_ field is allowed for the following submission types:
     
    S-3ASR, F-3ASR, POSASR, 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8
     
  3. In order to support fee-bearing takedowns, the new SubTable_feeTableInProspectusFlag_ field is allowed by Well-Known Seasoned Issuers for the following submission types:
     
    424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8

Template 2

  1. The following additional submission type is allowed in the SubTable_submissionType_ field:
     
    FWP
     
  2. The following additional submission types are allowed in the SubOffset_offsetForm_ field:
     
    S-3ASR, F-3ASR, POSASR, 424B1, 424B2, 424B3, 424B4, 424B5, 424B7, 424B8
     
  3. In order to specify that a filing is covered by Rule 163, the new SubTable_rule163Flag_ field is allowed for the following submission types:
     
    FWP, 425
     
  4. In order to specify that a filing is covered by Rule 433, the new SubTable_rule433Flag_ field is allowed for the following submission types:
     
    FWP, 425
     
  5. In order to specify that a filing is the first filing for an Issuing Entity, the new SubTable_firstFilingIssuingEntityFlag_ field and the SubTable_depositorCik_ and SubTable_depositorFileNumber_ fields are allowed for the following submission type:
     
    FWP

Template 3

  1. The following submission types were moved to Template 1 and are no longer allowed in the SubTable_submissionType_ field:
     
    424B1, 424B2, 424B3, 424B4, 424B5, 424B7
     
  2. In order to specify that a filer is a Voluntary Company or a Well-Known Seasoned Issuer, the new SubFiler_voluntaryCompanyFlag_ and SubFiler_wellKnownSeasonedIssuerFlag_ fields are required for the following submission types:
     
    10-K, 10-K/A, 10-KT, 10-KT/A, 20-F, 20-F/A
     
  3. In order to specify that a filer is a Shell Company, the new SubFiler_shellCompanyFlag_ field is required for the following submission types:
     
    10-K, 10-K/A, 10-KT, 10-KT/A, 10KSB, 10KSB/A, 20-F, 20-F/A
     
  4. The following additional item is allowed in the SubItem_itemId_ field:
     
    5.06

There are two components to the draft specification. The first is the specification itself, which contains details about the release, general instructions on the templates, general rules about the XFDL file being created, and specific rules on the XFDL nodes containing data elements. It also includes information regarding the content of the appendices and some sample documents. The appendices document gives specific requirements for each form type. You may download the DRAFT EDGAR XFDL Technical Specification (Version 2) by clicking the following links. To assist filers in the identification of the draft changes, redlined versions have been provided.

* Download the DRAFT EDGAR XFDL Technical Specification (Version 2) (Microsoft Word File)
* Download the DRAFT EDGAR XFDL Technical Specification (Version 2) Appendices (Microsoft Excel file)

 

http://www.sec.gov/info/edgar/xfdltechspec-v2_d.htm


Modified: 10/21/2005