Bowne & Co., Inc.
345 Hudson Street
New York, New York 10014
April 3, 2000
Mr. Jonathan G. Katz
U. S. Securities and Exchange Commission
450 Fifth Street, N.W. Stop 6-9
Washington, D.C. 20549
Re: Rulemaking for EDGAR System; Release No. 33-7803; File No. S7-05-00
Dear Mr. Katz:
Bowne & Co. appreciates the opportunity to provide the Securities and Exchange Commission with comments on its proposed amendments to the rules governing requirements for electronic filing. We recognize some of the issues we have commented upon may have been omitted from the rule proposal with the expectation such matters would be addressed in the new EDGAR Filer Manual. However, since the Filer Manual is not published for comment, we have elected to address certain items through this specific rulemaking proposal.
Internet Filing: Filing over the Internet will offer a number of advantages, most notably, increased bandwidth, elimination of long distance charges for filers outside the Washington D.C. area, and easier access for foreign issuers should the SEC proceed in that direction with the referenced future rulemaking.
However, a number of serious concerns that were not discussed in the release must be addressed as part of this Internet filing implementation:
Time stamping: In the current dial-up environment, filers with accurate watches or PC clocks can predict almost to the second whether or not a filing will receive the current business day's filing date. Filing through the Internet will almost certainly introduce significant ambiguity as to the time a filing is time stamped by the SEC, and could be the cause of serious disagreement between filers and the agency. A number of factors, including, general net traffic, regional outages, or loads at the filer's or the SEC's ISP could contribute to long delays in moving a document to the SEC site.
Secondly, if filings are first deposited on a server outside EDGAR receipt processes to be checked for potential security problems, they should be time stamped and considered received at that stage, not when the filing is moved inside the fire wall.
The filing community will need a clear, unambiguous statement of the SEC's approach, procedures and policies with respect to this issue.
Submission Progress: The current version of EDGARLink shows filers the progress of filing uploads. This capability should be included in the new EDGARLink to assist filers with troubleshooting problems.
Return of Accession Number: Presently, when EDGAR receives the start submission tag in an EDGAR filing, an accession number is assigned and immediately returned to the filer. It is essential the SEC retain this convention. It is only with an accession number that filers can communicate effectively with SEC staff regarding problems.
Emergency Direct Dial Capability: Given the wide variety of circumstances that can deny filers access to the Internet when they need to make a filing (including denial of service attacks), the SEC needs to provide a separate, dial up filing capability. This separate capability should be based on Internet protocols (preferably PPP) and can utilize the new EDGARLink, but it is essential that such a safety valve be provided. It is not unreasonable to suggest that this facility consist of several hundred modems.
Links to Previous Filings: The SEC has had a notice posted on the EDGAR portion of the agency's web site since January 15, 1998 announcing its intention to restructure the EDGAR database. It is unlikely this restructuring will be completed before the changes outlined in the rule proposal become effective.
If the old database structure is in place at the start of the linking process, and a new structure is established at some later date, all the URLs pointing to previously filed documents will no longer be accurate, and the links will not work. The SEC, in order to avoid a future problem, will unfortunately need to have a translation capability from old URLs to new URLs if and when it decides to reorganize the sec.gov database.
HTML Environment: The rule proposal is quite clear regarding the requirement that filers adhere to a very specific subset of HTML version 3.2 tags. The rule proposal, however, is silent with respect to HTML attributes.
A document posted to the SEC's web site dated March 24, 2000 entitled HTML Specifications for EDGAR Rel. 7.0, states in footnote 2:
All HTML 3.2/4.0 attributes are supported for each Acceptable HTML 3.2 tag, unless specified otherwise.
It would be helpful if the SEC would confirm the accuracy of this statement by making reference to HTML attributes in the final rule.
Again, Bowne & Co. appreciates the opportunity to comment on the SEC's proposed rules.
Director, EDGAR Services