Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609
RE: Proposed EDGAR Rules, File No. S7-05-00
Mr. Katz and SEC Staff:
Thank you for this opportunity to respond to the proposed rules relating to the EDGAR system. Our comments to individual issues are listed below under the appropriate heading as used in the proposed rules.
B. HTML/PDF Environment
We understand that the current EDGAR modernization contract will not accommodate multi-media prospectuses. However, we would encourage the SEC to seriously consider accommodating such filings which might include any combination of video, audio, "slide show" or other media presentations. Clearly file storage and security issues will be of concern to the SEC. If too many variables are presented in accepting and processing multi-media filings as "official" filings, perhaps they could be filed in addition to, or in lieu of, PDF filings. More and more, our experience is that filers wish to take advantage of new media technologies in presenting their information to current or prospective investors. Accommodating these new media in EDGAR filings of the future is consistent with the SEC's current foresighted initiatives.
We also encourage the SEC to continue to explore the use of XML (Extensible Markup Language) in EDGAR filings.
C. Use of HTML
We encourage the SEC to require HTML for most filings in the future, however, sufficient time would need to be allowed for filers to prepare for this mandate. We feel that if the SEC announced late this year or very early in 2001 that HTML filing would be required (and ASCII discontinued) beginning in January 2002, that this would allow sufficient time for filers, filing agents and other third parties to prepare for the mandate if they have not already done so. We believe that the SEC's goal of migrating filers to HTML will not be accomplished nearly as quickly without a mandate. This opinion is based, in part, on the fact that many filers did not move from paper to ASCII filing until they were mandated to do so in the early to mid 1990's even though voluntary electronic filing was permitted for years.
We do not feel that exhibits or any other category of document should be excluded from the HTML requirement since filers could continue to use the HTML "<pre>" tag set to "wrap around" exhibits or other material pre-existing in ASCII.
We strongly support the move to use HTML 4.0 in the near future.
D. Use of PDF
We support the proposal to amend Rule 104 ".to provide that unofficial PDF copies in correspondence documents may differ from the contents of the associated ASCII or HTML correspondence document."
We also support the continuing use of PDF files without limitation by the SEC on the size of these documents. With the advent of internet-based filing as proposed by the SEC and the ever-expanding availability of high-speed internet connections for businesses and homes, file sizes will be less and less of an issue. As for storage demands at the SEC: PDF technology continues to advance and is already a fairly "efficient" conversion tool for reducing file size; furthermore, the speed and capacity of storage systems likewise continues to evolve at a rapid pace to accommodate increasing digital storage requirements at proportionately lower costs.
E. Graphic and Image Material
We strongly support the proposal to permit graphic and image material in HTML documents. We agree with the prohibition against submitting text or tables in image format.
We discourage any limitation on the permitted size of graphic and image files (or groups of files) or limitation of the total number of files that include graphic material. Any such limitations will create more of a burden on filers who will be forced to spend more time analyzing and potentially reprocessing graphics files. Clearly, if the SEC finds over time that processing or storage capacity might become strained, some limitations may prove necessary. In that event, we recommend that a restriction be place on the total size of a submission, not the size of individual files. This would provide filers the choice of eliminating files or reducing file sizes if possible.
As for "requiring" graphics, we support the SEC's proposed "middle ground" position: ".requiring graphics in HTML documents only in the limited instances where our rules require graphics" and leaving other graphics optional. This approach is in keeping with the SEC's rules intended to make information more "user friendly" such as the use of a performance graph in a proxy statement. We do not think this limited requirement approach would be burdensome on filers.
F. Limitation on Hypertext Links
We strongly support the proposal to ".allow hypertext links to other documents within the same filing (i.e., exhibits)." We also strongly support the proposal to ".permit hypertext links to documents contained in other official filings in the EDGAR database on our public web site at www.sec.gov." These proposals further enhance a filer's ability to take advantage of web technology. However, we recommend that links to the www.sec.gov web site be limited to other filings by the same company and/or its affiliates.
We also support the freedom for filers to create multi-leveled links (providing the filer is subject to liability under Rule 105, as proposed). Again, we believe that the ability to use "links within links" provides maximum flexibility to the filer in using tools native to the internet and HTML.
G. Prohibition Against Electronic Submissions Containing Executable Code
We support the continuation of the prohibition on submissions containing executable code.
H. Method of Electronic Transmission
Direct Transmission via Dial-Up Modem and Internet
We support the proposed discontinuation of support for 9600 bps modems in conjunction with EDGAR Release 7.0. We have not used 9600 modems for years and we suspect that very few businesses or homes still use them. We suspect the impact would be minimal relative to the freeing up of resources at the SEC in abolishing this support.
We support the decision to permit---but not require---client side certificates.
We support the abolition of 9-track magnetic tapes and migration to more modern standards. Our company and, we believe, most others have already moved from use of 9-track tape to one or more of the tape media proposed so we would expect the impact of the proposed change to be minimal.
We support the elimination of diskettes as a transmission medium and believe that the impact on filers will be minimal. We feel that this change along with many others proposed is consistent with the SEC's overall modernization efforts, the results of which will more than offset any negative impact on filers.
I. Modernized EDGARLink
We strongly support the proposed discontinuation of support for the existing DOS-based EDGARLink six months after release of the windows-based EDGARLink 7.0. We do not believe this discontinuation will be a burden on most filers. On the contrary, we believe that most users of the EDGAR system will feel that a burden has been lifted with the advent of a windows-based EDGARLink.
K. Financial Data Schedules
We strongly support the proposal to ".relieve filers of the requirement to prepare and submit FDSs and to remove the requirement for Financial Data Schedules from all rules and forms". Our experience as a filing agent has been that, for most filers, the FDS has been a burden from its inception. Accordingly, we believe that most filers would find abolition of FDSs a great relief. The abolition of FDSs will, to some extent, negatively impact the revenues of third parties such as filing agents, disseminators and analysts but we feel that the overall benefit to filers outweighs this cost.
L. Possible Future Rulemaking Projects
We support the proposal to make Forms 3, 4 and 5 mandated EDGAR filings. These forms, while having a complex layout, can be setup in template form for copying/revising in electronic format so there is no reason not to mandate that they be filed via EDGAR.
We also support the proposal mandating foreign issuers to make their filings with the SEC on the EDGAR system. A reasonable time period (6-12 months) should be allowed, however, from an announcement of such a mandate to its effective date.
As for filings relating to offerings exempt from registration under the Securities Act, we would support a proposal to permit---but not mandate---electronic filings.
Again, we thank you for the opportunity to comment on the proposed rules. We believe the SEC continues to take the right course in embracing new technology and incrementally bringing change into the EDGAR system.
Craig L. Sisler
Director of Information Systems