SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-8528; 34-51128; 35-27943; 39-2431; IC-26746]
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 Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) Filer Manual to reflect updates to the EDGAR system. The revisions are being made primarily to support a voluntary program that would allow the submission of eXtensible Business Reporting Language (XBRL) documents to assess the usefulness of data tagging in general and XBRL in particular. Revisions are also being made to provide support for the new requirement for filers to enter an effectiveness date on submission types 485BPOS and 486BPOS; addition of new Exhibit EX-99.Rule23C1 for Form N-CSR and rescinding of submission types N-23C-1 and N-23C-1/A; changes to submission form type 25, which the Commission has proposed to be filed electronically by a national securities exchange to delist and/or deregister a class of securities under Section 12(b) of the Exchange Act, and by an issuer to voluntarily remove a class of securities from listing on a national securities exchange and/or registration under Section 12(b); and the list of Self-Regulatory Organizations in Appendix C section C.1.5 of the EDGAR Release 8.10 EDGARLink Filer Manual has been updated to show the name change of Cincinnati Stock Exchange to National Stock Exchange.
The revisions to the Filer Manual reflect changes within Volumes I, II and III, entitled “EDGAR Release 8.10 EDGARLink Filer Manual,” “EDGAR Release 8.10 N-SAR Supplement Filer Manual,” and “EDGAR Release 8.10 OnlineForms Filer Manual” respectively. The updated manual will be incorporated by reference into the Code of Federal Regulations.
EFFECTIVE DATE: February 7, 2005. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of February 7, 2005.
FOR FURTHER INFORMATION CONTACT: In the Office of Information Technology, Rick Heroux, at (202) 942-8800; for questions concerning the Division of Investment Management filings, in the Division of Investment Management, Ruth Armfield Sanders, Senior Special Counsel, at (202) 942-0978; for questions concerning the Division of Corporation Finance filings, in the Division of Corporation Finance, Herbert Scholl, Office Chief, EDGAR and Information Analysis, at (202) 942-2940; for questions concerning the Division of Market Regulation filings, in the Division of Market Regulation, Sharon Lawson, Senior Special Counsel, at (202)942-0182; for questions concerning the Office of the Chief Accountant, Jeff Naumann, Enabling Technologies Specialist, at (202)942-4400; and, in the Office of Filings and Information Services, Margaret A. Favor, at (202) 942-8900.
SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer Manual (Filer Manual). The Filer Manual describes the technical formatting requirements for the preparation and submission of electronic filings through the EDGAR system.1 It also describes the requirements for filing using modernized EDGARLink.2
The Filer Manual contains all the technical specifications for filers to submit filings using the 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
The revisions are being made primarily to support a voluntary program5 that would allow the submission of eXtensible Business Reporting Language (XBRL) documents to assess the usefulness of data tagging in general and XBRL in particular. XBRL is an eXtensible Markup Language (XML) based language that is being developed by an international consortium. During the initial “voluntary” period that would begin in accordance with the requirements of the XBRL Voluntary Financial Reporting Program on the EDGAR System, EDGAR will support unofficial XBRL document attachments to official EDGAR submissions. Instructions for attaching unofficial XBRL documents to electronic submissions are included in Appendix L of the EDGAR Release 8.10 EDGARLink Filer Manual.
Revisions are also being made to provide support for the new requirement for filers to enter an effectiveness date on submission types 485BPOS and 486BPOS and the addition of the new Exhibit EX-99.Rule23C1 for Form N-CSR and rescinding of submission types N-23C-1 and N-23C-1/A6.
Earlier last year, we proposed to amend Rule 12d2-2 under the Exchange Act to expand the use of Form 25 so that all issuers and national securities exchanges seeking to delist and deregister a class of securities under Section 12(b) of the Exchange Act in accordance with the rules of the exchange and the Commission would file a Form 257. In addition, we proposed to amend Rule 101 of Regulation S-T to make mandatory the electronic submission on Form 25 of the delisting and/or deregistration. We have not yet adopted our proposed amendment to Rule 101; in the meantime, we will continue to accept paper submissions of Form 25 filings from exchanges, and paper applications for delisting and/or deregistration from exchanges and issuers. In addition, the list of Self-Regulatory Organizations in Appendix C.1.5 has been updated to show the name change of Cincinnati Stock Exchange to National Stock Exchange.
For EDGAR Release 8.10, the EDGARLink software and submission templates 1, 2, 3 and 5 will be updated to support the aforementioned submission form type changes. It is highly recommended that filers download, install, and use the new EDGARLink software and submission templates to ensure that submissions will be processed successfully. Previous versions of the templates may not work properly. Notice of the update has previously been provided on the EDGAR Filing Web site and on the Commission’s public Web site. The discrete updates are reflected on the EDGAR Filing Web site and in the updated Filer Manual Volumes.
Along with adoption of the Filer Manual, we are amending Rule 301 of Regulation S-T to provide for the incorporation by reference into the Code of Federal Regulations of today’s revisions. 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, NW, Washington DC 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.shtml. You may also obtain copies from Thomson Financial Inc, 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)8. It follows that the requirements of the Regulatory Flexibility Act9 do not apply.
The effective date for the updated Filer Manual and the rule amendments is February 7, 2005. In accordance with the APA10, we find that there is good cause to establish an effective date less than 30 days after publication of these rules. The EDGAR system upgrade to Release 8.10 is scheduled to become available on February 7, 2005. The Commission believes that it is necessary to coordinate the effectiveness of the updated Filer Manual with the scheduled system upgrade.
We are adopting the amendments to Regulation S-T under Sections 6, 7, 8, 10, and 19(a) of the Securities Act of 1933,11 Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,12 Section 20 of the Public Utility Holding Company Act of 1935,13 Section 319 of the Trust Indenture Act of 1939,14 and Sections 8, 30, 31, and 38 of the Investment Company Act of 1940.15
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 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, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *
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. The requirements for filers using modernized EDGARLink are set forth in the EDGAR Release 8.10 EDGARLink Filer Manual Volume I, dated February 2005. Additional provisions applicable to Form N-SAR filers and Online Forms filers are set forth in the EDGAR Release 8.10 N-SAR Supplement Filer Manual Volume II, dated February 2005, and the EDGAR Release 8.10 OnlineForms Filer Manual Volume III, dated February 2005. 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. 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 Fifth Street, NW, Washington, DC 20549-0102 or by calling Thomson Financial Inc at (800) 638-8241. Electronic format copies are available on the Commission’s Web site. The address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You can also photocopy the document at the National Archives and Records Administration (NARA). For information on the availability of this material at NARA, call 202–741–6030, or go to:
By the Commission.
Margaret H. McFarland
February 03, 2005
1 We originally adopted the Filer Manual on April 1, 1993, with an effective date of April 26, 1993. Release No. 33-6986 (April 1, 1993) [58 FR 18638]. We implemented the most recent update to the Filer Manual on August 23, 2004. See Release No. 33-8454 (August 6, 2004) [69 FR 49803].
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 (February 23, 1993) [58 FR 14628], IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23, 1993) [58 FR 14999], and 33-6980 (February 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 (December 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 (October 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. 34-40934 (January 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; Release No. 33-7855 (April 24, 2000) [65 FR 24788], in which we implemented EDGAR Release 7.0; Release No. 33-7999 (August 7, 2001) [66 FR 42941], in which we implemented EDGAR Release 7.5; Release No. 33-8007 (September 24, 2001) [66 FR 49829], in which we implemented EDGAR Release 8.0; Release No. 33-8224 (April 30, 2003) [66 FR 24345], in which we implemented EDGAR Release 8.5; Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and 33-8255A (September 4, 2003) [68 FR 53289] in which we implemented EDGAR Release 8.6; Release No. 33-8409 (April 19, 2004) [69 FR 21954] in which we implemented EDGAR Release 8.7; and Release No. 33-8454 (August 6, 2004) [69 FR 49803] in which we implemented EDGAR Release 8.8.
5 See Release No. 33-8529 (February 3, 2005).
6 See Release No. 33-8335 (November 10, 2003) [68 FR 64952], removing Form N-23C-1 and amending Rule 23c-1 and Form N-CSR.
7 See Release No. 34-49858 (June 15, 2004) [69 FR 34860] (proposing to amend the procedures for removing from listing and/or withdrawing from registration, securities under Section 12(b) of the Securities Exchange Act of 1934).
8 5 U.S.C. 553(b).
9 5 U.S.C. 601- 612.
10 5 U.S.C. 553(d)(3).
11 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
12 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
13 15 U.S.C. 79t.
14 15 U.S.C. 77sss.
15 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.