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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 232, 239, 249, 259, 269 and 274
[RELEASE NOS. 33-8399, 34-49416, 35-27815, 39-2416, IC-26385; File No.
S7-14-04]
RIN 3235-AJ09
Mandated Electronic Filing for Form ID
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
SUMMARY: We are proposing rule and form amendments to mandate
the electronic filing of Form ID. Form ID is the application for access
codes to file on EDGAR. The intended effect of the proposals is to
facilitate the more efficient transmission and processing of the
information Form ID requires in a manner that will benefit investors,
filers and the Commission.
DATES: Comments should be submitted on or before April 5, 2004.
ADDRESSES: Comments may be submitted electronically or by paper.
Electronic comments may be submitted by: (1) electronic form on the SEC
website (http://www.sec.gov/) or (2) e-mail to rule-comments@sec.gov.
Mail paper comments in triplicate to Jonathan G. Katz, Secretary,
Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC
20549-0609. All submissions should refer to file number S7-14-04; this
file number should be included on the subject line if e-mail is used. To
help us process and review your comments more efficiently, please use only
one method. The Commission will post all comments on the Commission's
internet website (http://www.sec.gov/). Comments are also available for
public inspection and copying in the Commission's Public Reference Room,
450 Fifth Street, NW, Washington, DC 20549. We do not edit personal
identifying information from submissions. You should submit only
information that you wish to make available publicly.
FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special
Counsel (Regulatory Policy), at (202) 942-1940, Division of Corporation
Finance, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20459-0301.
SUPPLEMENTARY INFORMATION: We propose to amend Rules 101, 1012, 1043, 2014 and 2025 under Regulation S-T6 and Form ID7.
I. BACKGROUND AND NEW FILING SYSTEM
Currently, applicants applying for access codes to file on the
Commission's Electronic Data Gathering, Analysis and Retrieval System
("EDGAR") must file a Form ID in paper8 by fax.9 When we initially launched the EDGAR system, we
required applicants10 to file Form ID in paper by mail. In
November 2001, however, we began to require that applicants file
Form ID solely by fax.11 The electronic filing of Form ID will
facilitate the more efficient transmission and processing of the
information Form ID requires in a manner that will benefit investors,
filers and the Commission. The information will be transmitted in a
speedy, secure and reliable manner and will directly enter the
Commission's records rather than having to be keyed in by Commission
personnel.
We currently expect that the rules requiring electronic filing of Forms
ID will be effective in late April, possibly after little further notice.
By that time, a related new on-line filing system accessed through an
EDGAR Filer Management website is scheduled to be completed.12
Applicants who are new filers will be required to file Forms ID.13 Applicants will be required to access the EDGAR
Filer Management website to fill out and submit the forms, as EDGARLink
filing will not be available for submission of these forms.Other types of filers (i.e., those who are not new filers)
that wish to obtain access codes will be able to do so through the EDGAR
Filer Management website or, in generally the same manner as available
today, the current EDGAR Filer or Online Forms websites, in all cases
without filing a Form ID.14
To access and file Forms ID through our EDGAR Filer Management website,
each applicant must have available all the information Form ID requires
when the applicant accesses the website because the system will not
provide a way to save an incomplete form on-line from session to session.
A time-out that ends the session will occur one hour following the user's
last activity on the system. We expect that there will be more than enough
time to prepare, review and submit a Form ID given the nature and quantity
of information required. Unlike the current system, only one applicant per
Form ID will be permitted. The system will validate for data type and
required fields as many fields as possible during the submission process.
Applicants will have the chance to correct errors and verify the accuracy
of the information prior to submission. An on-line help function will be
available. The applicant will be able to add attachments before submission
and print the information submitted after submission.
II. THE PROPOSED RULE AMENDMENTS
A. Required Electronic Filing of Form ID
We propose to amend Regulation S-T15 to require applicants who are new filers to
file Forms ID with us electronically. As noted above, Rule 10 of
Regulation S-T currently requires Forms ID to be filed in paper.16 The proposed amendment would revise
subparagraph (b) of Rule 10 to replace the paper filing requirement with
an electronic filing requirement.17 For clarity and ease of reference, the
amendment also would revise subparagraph (a)(1) of Rule 101 of Regulation
S-T18 to add a new subparagraph (ix) to add Form ID
to the rule's list of documents required to be filed electronically.19
We also propose to amend Regulation S-T to make hardship exemptions
unavailable to Forms ID. The proposed amendments would revise subparagraph
(a) of Rules 20120 and 20221 to exclude Form ID from the filings for which h
hardship exemptions are available. We believe hardship exemptions should
not be available to Forms ID because a filer unable to file electronically
a Form ID also, presumably, would be unable to file on EDGAR even with the
access codes obtained in response to a Form ID filing. Consequently it
appears that there would be no practical need for a hardship exemption,
and granting the exemption could undermine the purposes of mandated
electronic filing of Forms ID.22
B. Required Faxing of Confirming Document Authenticating Form ID
Because only new filers will file the electronic Form ID, we believe
the form should be supplemented with additional verification to help
ensure the security of the system. Accordingly, we also propose to amend
Regulation S-T to require these applicants to file in paper by fax within
two business days before or after electronically filing Form ID a
notarized document, manually signed by the applicant over its typed
signature, that includes the information contained in the Form ID filed or
to be filed and confirms the authenticity of the Form ID.23 The purpose of this requirement is to help
assure that the Form ID is authentic. We expect that eventually we will
replace this procedure with a requirement that applicants use a
certificate from a certification authority to authenticate their Form ID
filings.24
C. Form ID
We propose some minor changes to Form ID to facilitate the electronic
filing provisions, as follows:
D. Comment Solicited
We request comment on the rule and form changes we propose in this
release.
Questions regarding safeguards to help us authenticate Form ID filings:
Question regarding hardship exemptions:
III. GENERAL REQUEST FOR COMMENTS
We request and encourage any interested person to submit comments
regarding:
We request comment from the point of view of investors, applicants,
issuers and others who use or otherwise are involved with electronic
filing. With regard to any comments, we note that comments are of greatest
assistance to our rulemaking initiative if accompanied by supporting data
and analysis of the issues addressed in those comments.
IV. PAPERWORK REDUCTION ACT
The proposed rule amendments would affect one form that contains
"collection of information" requirements within the meaning of the
Paperwork Reduction Act of 1995.27 The title of the affected information
collection is the EDGAR Form ID.
Form ID (OMB Control Number 3235-0328) is used by applicants to request
the assignment of access codes that permit the filing of securities
documents on EDGAR. This form enables the Commission to assign an
identification number ("CIK"), confirmation code ("CCC"), password ("PW")
and password modification authorization code ("PMAC") to each EDGAR filer,
each of which is essential to the security of the EDGAR system.
Compliance with the proposed amendments would be mandatory. The
information required by the proposed amendments would be kept confidential
by the Commission, subject to a request under the Freedom of Information
Act.28
An agency may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a currently
valid control number. We expect that, if adopted, the proposed amendments
would obligate applicants to disclose on Forms ID essentially the same
information that they are required to disclose today.29 We therefore believe that the overall
information collection burden of Form ID would remain approximately the
same. As a result, we have not submitted the revisions to the collections
of information to the Office of Management and Budget for review under 44
U.S.C. 3507(d) and 5 CFR 1320.11.
We are soliciting comment on the expected Paperwork Reduction Act
effects of the proposed rule amendments. In particular, we solicit comment
on the accuracy of our estimate that no additional burden would result
from the proposed amendments. We further request comment on whether the
proposed changes to the collection of information are necessary for the
proper performance of the Commission's functions, including whether the
additional information garnered will have practical utility. In addition,
we solicit comment on whether there are ways to enhance the quality,
utility, and clarity of the information to be collected. We further
solicit comment on whether there are ways to minimize the burden of
information collection on those applicants who file Form ID, including
through the use of automated collection techniques or other forms of
information technology. Finally, we solicit comment on whether the
proposed amendments will have any effects on any other collection of
information not previously identified in this section.
V. COST-BENEFIT ANALYSIS
We expect that the proposed amendments will benefit investors,
applicants and the Commission.
A. Expected Benefits
The proposed amendments should benefit investors, applicants and the
Commission because the information contained in Form ID would be
transmitted in a speedy, secure and reliable manner and would directly
enter the Commission's records rather than be keyed in by Commission
personnel, which currently must be done. This should improve the speed and
accuracy of the process that leads to applicants' receipt of the codes
needed to file on EDGAR. This improvement would enable applicants to
disseminate information sooner to investors.
B. Expected Costs
We expect that the proposed amendments would result in some costs to
applicants. However, we expect that many applicants will not bear the full
range of costs resulting from the adoption of these amendments for the
reasons described below.
As noted above, we expect that, if adopted, the proposed amendments
would obligate applicants to disclose on Form ID essentially the same
information that they are required to disclose today. We therefore believe
that the overall information collection burden of Form ID would remain
approximately the same. As a result, the cost of collecting the
information would remain approximately the same.
The expected costs of mandated electronic filing of Form ID consist of
both initial and ongoing costs. Initial costs include those associated
with learning about the electronic filing system, obtaining a computer,
placing the filing data in electronic format for the initial electronic
filing and subscribing to an Internet service provider. Ongoing costs are
those associated with maintaining the framework developed through the
initial costs by updating information required by Form ID.
We expect that most applicants will need to incur few, if any,
additional costs from electronic filing. Applicants who are new filers
likely would be prepared to become electronic filers and, accordingly,
would be prepared to access the EDGAR Filer Management website.
To the extent applicants who file Forms ID are officers or directors,
we understand that many issuers will help them or make their filings for
them. To the extent officers and directors do not receive this help, we
believe many already will have the computer equipment and Internet access
to enable them to file using the EDGAR Filer Management website.
Even issuers that file Form ID electronically on their own behalf or
help their officers or directors, whether to a greater or lesser extent,
to file electronically are not likely to incur additional costs. Issuers
are required to file on EDGAR and generally have the needed computer
equipment and Internet service provider access to enable them to file or
facilitate filing using the EDGAR Filer Management website.
Finally, we believe that faxing a notarized confirming authenticating
document would result in negligible additional costs. An applicant
currently must incur the cost of faxing a Form ID, and the information in
the confirming authenticating document would be no more extensive than
would be needed for the Form ID itself. Based on what appear to be common
practices at Washington, D.C. area banks, we believe that banks generally
will notarize customer documents for no additional fee and that those
banks that notarize for non-customers generally will notarize a document
for less than ten dollars.
C. Comment Solicited
We solicit comments on the costs and benefits of the proposed
amendments for applicants. We request your views on the costs and benefits
described above as well as on any other costs and benefits that could
result from adoption of the mandated electronic filing requirements. We
also request data as to what percentage of Form ID filings by non-issuers
are done by or with the help of an issuer.
VI. EFFECT ON EFFICIENCY, COMPETITION AND CAPITAL FORMATION
Section 23(a)(2) of the Exchange Act30 requires us, when adopting rules under the
Exchange Act, to consider the impact that any new rule would have on
competition. In addition, Section 23(a)(2) prohibits us from adopting any
rule that would impose a burden on competition not necessary or
appropriate in furtherance of the purposes of the Exchange Act.
Furthermore, Section 2(b) of the Securities Act31 and Section 3(f) of the
Exchange Act32 require us, when engaging in rulemaking where
we are required to consider or determine whether an action is necessary or
appropriate in the public interest, to consider, in addition to the
protection of investors, whether the action will promote efficiency,
competition, and capital formation.
The proposed amendments regarding mandated electronic filing of Form ID
are intended to facilitate the more efficient transmission and processing
of the information that Form ID requires. This should improve the speed
and accuracy of the process that leads to applicants' receipt of the codes
needed to file on EDGAR. This improvement would enable applicants to
disseminate information sooner to investors. As a result, the amendments
should improve investors' ability to make informed investment and voting
decisions. Informed investor decisions generally promote market efficiency
and capital formation. We believe the proposed amendments would not impose
a burden on competition.
We request comment on whether the proposed amendments, if adopted,
would impose a burden on competition. We also request comment on whether
the proposed amendments, if adopted, would promote efficiency, competition
and capital formation. Finally, we request commenters to provide empirical
data and other factual support for their views if possible.
VII. INITIAL REGULATORY FLEXIBILITY ANALYSIS
This Initial Regulatory Flexibility Analysis has been prepared in
accordance with 5 U.S.C. 603. It relates to proposed amendments regarding
mandated electronic filing of Form ID.
A. Reasons for the Proposed Action
An applicant uses Form ID to apply for the access codes required to
file electronically on EDGAR. We believe the proposed amendments will
benefit investors, applicants and the Commission.
B. Objectives
Our objective in proposing the mandated electronic filing amendments is
to facilitate the more efficient transmission and processing of the
information Form ID requires in a manner that will benefit investors,
applicants and the Commission.
C. Legal Basis
We are proposing the amendments under the authority set forth in
Section 19(a)33 of the Securities Act, Sections 3(b),34 13(a),35 23(a)36 and 35A37 of the Exchange Act, Section 2038 of the Public Utility Holding Company Act
("Public Utility Act"), Section 31939 of the Trust Indenture Act of 1939 ("Trust
Indenture Act") andSections 3040 and 3841 of the Investment Company Act of 1940
("Investment Company Act").
D. Small Entities Subject to the Proposed Revisions
The proposed amendments would affect small entities that are applicants
that are not natural persons. Exchange Act Rule 0-10(a)42 defines an entity, other than an investment
company, to be a "small business" or "small organization" if it had total
assets of $5 million or less on the last day of its most recent fiscal
year. For purposes of the Regulatory Flexibility Act, an investment
company is a small entity if it, together with other investment companies
in the same group of related investment companies, has net assets of $50
million or less as of the end of its most recent fiscal year. The proposed
amendments would apply to all small entities that are applicants.
E. Reporting, Recordkeeping and Other Compliance Requirements
Currently, applicants must file Forms ID in paper by fax. The
amendments would require applicants to file these forms electronically and
fax to the Commission a notarized confirming authenticating document
containing at least the information the Form ID contains. Because
applicants already file Forms ID in paper by fax, the only additional
professional skills applicants would need would be those required to file
electronically. We expect that filing electronically would increase costs
incurred by some small entities. However, we expect that many small
entities would not bear the full range of costs resulting from the
adoption of these amendments for the reasons described below.
The expected costs of mandated electronic filing consist of both
initial and ongoing costs. Initial costs include those associated with
learning about the electronic filing system, obtaining a computer, placing
the filing data in electronic format for the initial electronic filing and
subscribing to an Internet service provider. Ongoing costs are those
associated with maintaining the framework developed through the initial
costs by updating information required by Form ID.
We expect that many small entity applicants will need to incur few, if
any, additional costs from electronic filing. Some issuers may help
related small entity applicants (such as subsidiaries) or make the related
small entity applicants' filings for them. To the extent small entity
applicants do not receive this help, we believe many already will have the
computer equipment and Internet access to enable them to file using the
EDGAR Filer Management website.
Even small entity issuers that file Form ID electronically on their own
behalf or help their related small entity applicants, whether to a greater
or lesser extent, to file electronically are not likely to incur
additional costs. Small entity issuers are required to file on EDGAR and
generally have the needed computer equipment and Internet service provider
access to enable them to file or facilitate filing using the EDGAR Filer
Management website.
Finally, we believe that faxing a notarized confirming authenticating
document would result in negligible additional costs. A small entity
applicant currently must incur the cost of faxing a Form ID and the
information in the authenticating document would be no more extensive than
would be needed for the Form ID itself. Based on what appear to be common
practices at Washington, D.C. area banks, we believe that banks generally
will notarize customer documents for no additional fee and that those
banks that notarize for non-customers generally will notarize a document
for less than ten dollars.
F. Duplicative, Overlapping, or Conflicting Federal Rules
The proposed mandated electronic filing amendments would not duplicate,
overlap, or conflict with other federal rules.
G. Significant Alternatives
The Regulatory Flexibility Act directs the Commission to consider
significant alternatives that would accomplish the stated objective, while
minimizing any significant adverse impact on small entities. In connection
with the proposed mandated electronic filing amendments, we considered the
following alternatives:
We believe that differing compliance or reporting requirements or
timetables for small entities or a partial or complete exemption would be
inconsistent with the more efficient transmission and processing of the
information Form ID requires in a manner that will benefit investors,
applicants and the Commission. We solicit comment, however, on whether
differing compliance or reporting requirements or timetables for small
entities would be consistent with the described goals. We believe that the
proposed electronic filing requirements are clear and straightforward. We
are attempting to design an electronic filing system for Forms ID that
will be simple for all filers to use. Therefore, it does not seem
necessary to develop separate requirements for small entities. We have
used design rather than performance standards in connection with the
proposed electronic filing revisions because we want the Commission to be
able to process readily the information involved. We do not believe that
performance standards for small entities would be consistent with the
purpose of the proposed revisions.
H. Solicitation of Comments
We encourage commenters to submit comments with respect to any aspect
of this Initial Regulatory Flexibility Analysis. In particular, we request
comments regarding:
We ask commenters to describe the nature of any impact and provide
empirical data supporting the extent of the impact. These comments will be
considered in the preparation of the Final Regulatory Flexibility Analysis
or certification, if the proposed revisions are adopted, and will be
placed in the same public file as comments on the proposed amendments
themselves.
VIII. SMALL BUSINESS REGULATORY ENFORCEMENT FAIRNESS ACT
For purposes of the Small Business Regulatory Enforcement Fairness Act
of 1996 ("SBREFA"),43 a rule is "major" if it has resulted, or is
likely to result in:
We request that commenters provide empirical data on (a) the annual
effect on the economy; (b) any increase in costs or prices for consumers
or individual industries; and (c) any effect on competition, investment or
innovation. We also request comment on the reasonableness of this
estimate.
IX. STATUTORY BASIS
We are proposing the amendments to Regulation S-T and Form ID under the
authority in Section 19(a) of the Securities Act, Sections 3(b), 13(a),
23(a) and 35A of the Exchange Act, Section 20 of the Public Utility Act,
Section 319 of the Trust Indenture Act and Sections 30 and 38 of the
Investment Company Act.
TEXT OF PROPOSED RULE AMENDMENTS
List of Subjects in 17 CFR Parts 232, 239, 249, 259, 269 and 274
Reporting and recordkeeping requirements, Securities.
For the reasons set forth above, we propose to amend title 17, chapter
II of the Code of Federal Regulations as follows.
PART 232 - REGULATION S-T - GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
1. The authority citation for Part 232 continues to read in part 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. Amend §232.10 by revising paragraph (b) to read as follows:
§ 232.10 Application of part 232.
* * * * *
(b) Each registrant, third party filer, or agent to whom the Commission
previously has not assigned a Central Index Key (CIK) code, must, before
filing on EDGAR:
(1) File electronically a Form ID (§§239.63, 249.446, 259.602, 269.7
and 274.402 of this chapter), the uniform application for access codes to
file on EDGAR, and
(2) File in paper by fax, within two business days before or after
electronically filing the Form ID, a notarized document, manually signed
by the applicant over the applicant's typed signature, that includes the
information contained in the Form ID and confirms the authenticity of the
Form ID.
* * * * *
3. Amend §232.101 by adding paragraph (a)(1)(ix) to read as follows:
§ 232.101 Mandated electronic submissions and exceptions.
* * * * *
(ix) Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this
chapter), except that the authenticating document required by Rule 10(b)
of Regulation S-T (§232.10(b)) shall not be filed in electronic format,
and related correspondence and supplemental information submitted after
filing Form ID and before the Commission assigns access codes to file on
EDGAR, shall not be submitted in electronic format.
* * * * *
4. Amend §232.104 by revising paragraph (a) to read as follows:
§ 232.104 Unofficial PDF copies included in an electronic
submission.
(a) An electronic submission, other than a Form 3 (§249.103 of this
chapter), a Form 4 (§249.104 of this chapter), a Form 5 (§249.105 of this
chapter) or a Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of
this chapter), may include one unofficial PDF copy of each electronic
document contained within that submission, tagged in the format required
by the EDGAR filer manual.
* * * * *
5. Amend §232.201 by revising paragraph (a) to read as follows:
§ 232.201 Temporary hardship exemption.
(a) If an electronic filer experiences unanticipated technical
difficulties preventing the timely preparation and submission of an
electronic filing, other than a Form 3 (§249.103 of this chapter), a Form
4 (§249.104 of this chapter), a Form 5 (§249.105 of this chapter) or a
Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter),
the electronic filer may file the subject filing, under cover of Form TH
(§§239.65, 249.447, 259.604, 269.10 and 274.404 of this chapter), in paper
format no later than one business day after the date on which the filing
was to be made.
* * * * *
6. Amend §232.202 by revising paragraph (a) to read as follows:
§ 232.202 Continuing hardship exemption.
(a) An electronic filer may apply in writing for a continuing hardship
exemption if all or part of a filing or group of filings, other than a
Form ID (§§239.63, 249.446, 259.602, 269.7 and 274.402 of this chapter),
otherwise to be filed in electronic format cannot be so filed without
undue burden or expense. Such written application shall be made at least
ten business days prior to the required due date of the filing(s) or the
proposed filing date, as appropriate, or within such shorter period as may
be permitted. The written application shall contain the information set
forth in paragraph (b) of this section.
* * * * *
PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
7. The authority citation for Part 239 continues to read in part as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c,
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79(e), 79f,
79g, 79j, 79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-26, 80a-29,
80a-30 and 80a-37, unless otherwise noted.
* * * * *
PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934
8. The authority citation for Part 249 continues to read in part as
follows:
Authority: 15 U.S.C. 78a et seq., unless otherwise noted.
PART 259 - FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935
9. The authority citation for Part 259 continues to read as follows:
Authority: 15 U.S.C. 79e, 79f, 79g, 79j, 79l, 79m, 79n,
79q, 79t.
PART 269 - FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF
1939
10. The authority citation for Part 269 continues to read as follows:
(a) Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii,
77jjj, 77sss, 78ll(d), unless otherwise noted.
PART 239 - FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
PART 249 - FORMS, SECURITIES EXCHANGE ACT OF 1934
PART 259 - FORMS PRESCRIBED UNDER THE PUBLIC UTILITY HOLDING COMPANY
ACT OF 1935
PART 269 - FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF
1939
PART 274 - FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF
1940
11. The authority citation for Part 274 continues to read in part as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b),
78l, 78m, 78n, 78o(d), 80a-8, 80a-24, 80a-26, and 80a-29, unless
otherwise noted.
* * * * *
12. Revise §§239.63, 249.446, 259.602, 269.7, and 274.402 to read as
follows:
§ 239.63 Form ID, uniform application for access codes to file on
EDGAR.
§ 249.446 Form ID, uniform application for access codes to file on
EDGAR.
§ 259.602 Form ID, uniform application for access codes to file on
EDGAR.
§ 269.7 Form ID, uniform application for access codes to file on
EDGAR.
§ 274.402 Form ID, uniform application for access codes to file on
EDGAR.
Form ID must be filed by registrants, third party filers, or their
agents, to whom the Commission previously has not assigned a Central Index
Key (CIK) code, to request the following access codes to permit filing on
EDGAR:
(a) Central Index Key (CIK) - uniquely identifies each filer, filing
agent, and training agent.
(b) CIK Confirmation Code (CCC) - used in the header of a filing in
conjunction with the CIK of the filer to ensure that the filing has been
authorized by the filer.
(c) Password (PW) - allows a filer, filing agent or training agent to
log on to the EDGAR system, submit filings, and change its CCC.
(d) Password Modification Authorization Code (PMAC) - allows a filer,
filing agent or training agent to change its Password.
13. Revise Form ID (referenced in §239.63, §249.446, §259.602, §269.7
and §274.402) to read as follows:
Note - The text of Form ID does not and this amendment will not
appear in the Code of Federal Regulations.
Form ID Uniform Application for Access Codes to File on EDGAR
By the Commission.
Jill M. Peterson Assistant Secretary
March 15, 2004
___________________________
1
17 CFR 232.10. 2
17 CFR 232.101. 3
17 CFR 232.104. 4
17 CFR 232.201. 5
17 CFR 232.202. 6
17 CFR 232.10 et seq. 7
17 CFR 239.63, 249.446, 259.602, 269.7 and 274.402. 8
Regulation S-T Rule 10(b) [17 CFR 232.10(b)]. 9
Section 1.3.1 of EDGAR Release 8.6 EDGARLink Filer Manual
(Volume I) and Onlineforms Filer Manual (Volume III). In some
instances, applicants can acquire replacement codes through our
EDGAR website without use of a Form ID. Applicants will be able to
continue this practice under specified circumstances. 10
The three categories of individuals or entities that apply for
access codes are "filers", "filing agents" and "training agents"
(collectively, "applicants"). A filer is an individual or entity on
whose behalf an electronic filing is made. A filing agent is an
individual or entity that uses access codes to send all or part of a
filing on behalf of a filer. A training agent is an individual or
entity that will be sending only test filings in connection with
training others. 11
The former requirement to file by mail still is reflected in
Part V of the General Instructions to Form ID. This requirement,
however, has been superseded by the fax requirement in the Filer
Manual. 12
An on-line filing system currently is available for Forms 3 [17
CFR 249.103 and 274.202], 4 [17 CFR 249.104 and 274.203] and 5
[249.105] filed under Section 16(a) of the Securities Exchange Act
of 1934 ("Exchange Act") [15 U.S.C. 78p(a)]. 13
A "new filer" is an applicant that has not previously filed with
the Commission or has filed only paper Forms 3, 4 or 5 (all required
to be filed electronically since June 30, 2003) or paper Forms 144
[17 CFR 239.144], under the Securities Act of 1933 ("Securities
Act") [15 U.S.C. 77a et seq.], and, as a result, has
not been assigned by the Commission a Central Index Key (CIK) code.
The CIK code is a unique publicly available identifier and EDGAR
access code. 14
Modifications to EDGAR in connection with establishing the EDGAR
Filer Management website will require applicants who file Form ID
and users who log onto EDGAR for filing to choose a passphrase. A
passphrase will enable a user to change its access codes easily. The
passphrase system will provide advantages over the current system
for changing access codes. In the current system, users often forget
the access code needed to change easily another access code and have
greater difficulty changing a code that has expired. Under the new
system, users should remember more easily their passphrase since
they choose it and an access code's expiration will not affect the
passphrase. A passphrase remains valid unless and until the user
changes it. Further details about passphrases and access codes will
be provided in revisions to the EDGAR Filer Manual. 15
Regulation S-T is the general regulation governing electronic
filing. In addition to complying with Regulation S-T, filers must
submit electronic documents in accordance with the instructions in
the EDGAR Filer Manual. 16
As also noted above, currently, the EDGAR Filer Manual requires
Form ID to be filed by fax and Form ID contains a superseded
instruction to file Form ID by mail. 17
We plan to amend the EDGAR Filer Manual accordingly. We also
plan to amend Rule 104(a) of Regulation S-T to make it clear that
unofficial PDF copy submissions are unavailable to Form ID. 18
17 CFR 232.101(a)(1). 19
Rule 101(a)(1) also requires the electronic submission of any
related correspondence and supplemental information pertaining to a
document that is the subject of mandated electronic filing "except
as otherwise provided." Proposed Rule 101(a)(1)(ix) would prohibit
electronic submission of the notarized confirming authenticating
document described in Section II.B of this release. Further, the
proposed rule would prohibit electronic submission of related
correspondence and supplemental information submitted after
electronic filing of Form ID and before the Commission assigns
access codes to the applicant to file on EDGAR. 20
17 CFR 232.201(a). 21
17 CFR 232.202(a). 22
See the note to Rule 10 of Regulation S-T [17 CFR 232.10] ("The
Commission strongly urges any person or entity about to become
subject to the disclosure and filing requirements of the federal
securities laws to submit a Form ID well in advance of the first
required filing, including a registration statement relating to an
initial public offering, in order to facilitate electronic filing on
a timely basis."). 23
The proposed amendment also would revise subparagraph (b) of
Rule 10 of Regulation S-T to add this requirement. One way to
satisfy the authenticating document requirement, though only after
electronic submission, would be to use a print-out of the Form ID
application acknowledgement generated by the EDGAR Filer Management
website. To use the print-out to satisfy the requirement, the
applicant must notarize the print-out and add an authenticity
confirming statement. Before faxing the print-out, the applicant
also should make illegible the passphrase that appears on it. The
passphrase should be made illegible because, as a code that enables
the acquisition of new EDGAR access codes, it should be kept highly
confidential. 24
A certification authority issues a certificate that works like
an electronic "pass card" that verifies the holder's identity when
filing. The certification authority's digital signature would allow
us to verify that the certificate is authentic. Certificates
currently are optional for filing on EDGAR. They may be purchased
from Verisign, the current certification authority for EDGAR. 25
The described amendments to clarify what foreign addresses and
telephone numbers must include also are proposed as to Parts II, III
and IV of Form ID. 26
The term "foreign private issuer" is used in this release as
defined in Securities Act Rule 405 [17 CFR 230.405] and Exchange Act
Rule 3b-4(c) [17 CFR 240.3b-4(c)]. 27
44 U.S.C. 3501 et seq. 28
5 U.S.C. 552. The Commission's regulations that implement the
Act are at 17 CFR 200.80 et seq. 29
The information required in any notarized confirming
authenticating document would be no more extensive than would be
needed for the Form ID itself. 30
15 U.S.C. 78w(a)(2). 31
15 U.S.C. 77b(b). 32
15 U.S.C. 78c(f). 33
15 U.S.C. 77s(a). 34
15 U.S.C. 78c(b). 35
15 U.S.C. 78m(a). 36
15 U.S.C. 78w(a). 37
15 U.S.C. 78ll. 38
15 U.S.C. 79t. 39
15 U.S.C. 77sss. 40
15 U.S.C. 80-29. 41
15 U.S.C. 80-37. 42
17 CFR 240.0-10(a). 43
Pub. L. No. 104-121, Title II, 110 Stat. 857 (1996).
Last Reviewed or Updated: March 15, 2004
Comments should be received on or before April 5, 2004
69 FR 13425
Public Comments