Adoption of Updated EDGAR Filer Manual
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-7999; 34-44660; 35-27430; 39-2391; IC-25102]
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 EDGAR Filer Manual to reflect updates to the EDGAR system made in EDGAR Release 7.5.b. The main purpose of EDGAR Release 7.5.b is to deploy internal Commission software. At the same time, certain corrections and improvements are being made to the modernized EDGARLink software. The revisions to the Filer Manual reflect these changes. In addition, since the Commission has retired the Legacy EDGARLink software, the Commission is eliminating Volume I of the manual, which governed the Legacy EDGAR system, and is renumbering the remaining two volumes. The updated manual will be incorporated by reference into the Code of Federal Regulations.
EFFECTIVE DATE: [Insert date of publication in the Federal Register.] The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of [insert date of publication in the Federal Register].
FOR FURTHER INFORMATION CONTACT: In the Office of Information Technology, Richard Heroux at (202) 942-8800; for questions concerning Investment Management company filings, Ruth Armfield Sanders, Senior Special Counsel, or Shaswat K. Das, Senior Counsel, Division of Investment Management, at (202) 942-0978; and for questions concerning Corporation Finance company filings, Herbert Scholl, Office Chief, EDGAR and Information Analysis, Division of Corporation Finance, at (202) 942-2940.
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 Electronic Data Gathering, Analysis, and Retrieval (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 new modernized 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
EDGAR Release 7.5.b, the most recent step in the Commission's modernization project, was implemented on July 30, 2001. The main purpose of EDGAR Release 7.5.b is to deploy internal Commission software. At the same time, as detailed below, certain corrections and improvements are being made to the modernized EDGARLink software. These changes are now reflected in the updated Filer Manual.
We have updated the template screens of the EDGARLink software. Certain fields have been expanded (including phone number and group members); redundant and unnecessary fields have been removed; and validation of some template fields has been improved. The new EDGARLink filer software contains an Integrity Checker that allows filers to verify the correct installation of each portion of their EDGARLink software.
In addition, we have also made improvements to and updated the EDGAR Filing Web Site https://www.edgarfiling.sec.gov. Filers must use this site to transmit their documents to the Commission. They can download the latest version of the EDGARLink software, receive notification of a filing's status, change their password and company information, receive on-line help, and perform other functions. Error messages for password changes are more specific, certain fields have been designated as "non-critical" when a filer changes company information (and are therefore not required) and all SGML header tags have been removed from Return Copies.
We have updated old error messages and created new ones for the new Receipt and Acceptance system to enhance the clarity of error-reporting within the suspense notifications that filers receive. Test filings that require fees will generate a warning if fees are not present in the payor's account at the time of processing. Test submissions will also be checked for duplicates (if applicable) against all similar live, accepted submissions. Those filers who transmit filings to the Commission using a dedicated leased line will undergo a modernization of the software used with those lines. Finally, modules containing more than one document are not supported in the modernized system.
Since the Legacy EDGAR system was discontinued as of April 20, 2001, we are also eliminating the former Volume I of the Filer Manual, which described that system, and renumbering the remaining volumes. The Manual will now consist of these two parts: EDGAR Filer Manual (Release 7.5), Volume I - Modernized EDGARLink; and EDGAR Filer Manual (Release 7.0), Volume II - N-SAR Supplement.
Finally, 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 to the Filer Manual. 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, N.W., Washington D.C. 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/filermanual.htm. You may also obtain copies from Disclosure Incorporated, 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).5 It follows that the requirements of the Regulatory Flexibility Act 6 do not apply.
The effective date for the updated Filer Manual and the rule amendments is [insert date of publication in the Federal Register]. In accordance with the APA,7 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 7.5.b took place on July 30, 2001. The Commission believes that it is necessary to coordinate the effectiveness of the updated Filer Manual with the scheduled system upgrade in order to minimize confusion to EDGAR filers.
We are adopting the amendments to Regulation S-T under Sections 6, 7, 8, 10, and 19(a) of the Securities Act,8 Sections 3, 12, 13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,9 Section 20 of the Public Utility Holding Company Act of 1935,10 Section 319 of the Trust Indenture Act of 1939,11 and Sections 8, 30, 31, and 38 of the Investment Company Act of 1940.12
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 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. 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 EDGAR Filer Manual (Release 7.5), Volume I - Modernized EDGARLink. Additional provisions applicable to Form N-SAR filers are set forth in EDGAR Filer Manual (Release 7.0), Volume II - N-SAR Supplement. 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 5th Street, NW, Washington, DC 20549-0102 or by calling Disclosure Incorporated 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/filerman.htm. You can also photocopy the document at the Office of the Federal Register, 800 North Capitol Street, NW, Suite 700, Washington, DC
By the Commission.
Jonathan G. Katz
August 7, 2001
|1|| We originally adopted the Filer Manual on April 1, 1993, with an effective date of April 26, 1993. Release No. 33-6986 (Apr. 1, 1993) [58 FR 18638]. We implemented the most recent update to the Filer Manual on February 2, 2001. See Release No. 33-7933 (January 16, 2001) [66 FR 8764].
|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 (Feb. 23, 1993) [58 FR 14628], IC-19284 (Feb. 23, 1993) [58 FR 14848], 35-25746 (Feb. 23, 1993) [58 FR 14999], and 33-6980 (Feb. 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 (Dec. 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 (Oct. 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 (Jan. 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.
|5|| 5 U.S.C. 553(b).
|6|| 5 U.S.C. 601- 612.
|7|| 5 U.S.C. 553(d)(3).
|8|| 15 U.S.C. 77f, 77g, 77h, 77j and 77s(a).
|9|| 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w and 78ll.
|10|| 15 U.S.C. 79t.
|11|| 15 U.S.C. 77sss.
|12|| 15 U.S.C. 80a-8, 80a-29, 80a-30 and 80a-37.|