December 3, 2001
Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20459
E-mail address: firstname.lastname@example.org
Re: Mandated EDGAR Filing for Foreign Issuers; Release Nos. 33-8016, 34-44868, International Series Release No. 1250; File No. S7-18-01
Dear Mr. Katz:
The Consortium of Filing Agents and Software Developers ("Consortium") is pleased to address some of the questions raised in the Commission's September 2001 proposal release on Mandated EDGAR Filing for Foreign Issuers ("Release"). The Consortium is presently comprised of a dozen firms that provide a variety of EDGAR filing services.
We appreciate the opportunity to participate in the process of addressing the challenging issues raised by applying technology on a global scale. We have addressed the questions raised in the Release that are the most relevant for our members (and in many cases, our clients).
- Filing Hours: EDGAR's current filing hours extend between 8:00AM and 10:00PM U.S. Eastern time. These hours should be extended to provide equal opportunities to filers in any part of the world to make EDGAR filings during normal hours of business. The Consortium recognizes the SEC's need to be mindful of cost considerations, but ideally, EDGAR should be able to accept submissions 24 hours a day. As part of this, the SEC might consider date stamping filings with a "filing date" that is the day on which the filing is actually made.
- Hours of Operation of the Filer Website: The SEC's secure website (www.edgarfiling.sec.gov) is presently only available during the hours cited in the comment above. Regardless of how the SEC resolves the issue of filing hours, this web site must be available 24 hours a day, for it is only through access to this website that many EDGAR necessities (software, or the ability to check on a filing's acceptance, etc.) can be found. It will be critical to the success of international filing that these items be available 24 hours a day.
- Hours of Operation of SEC EDGAR Filer Support: EDGAR Filer Support staff is presently available between 8:00AM and 7:00PM. The international filing community's filing needs will necessitate extending Filer Support availability.
- Conforming the Filer Website to international use:
- The SEC's secure website permits companies to "Edit Company Information" but does not contain provisions for "country" at the following locations:
"Company Business Address Information"
"Company Mailing Address Information"
"EDGAR Company Contact Information"
"EDGAR Accounting Contact Information"
- Changing "Zip Code" to "Postal Code" in each of the above categories will better address needs of the international filing community.
- Conforming the Company Database to international use: The SEC's Company Database located at http://www.edgarcompany.sec.gov contains both outdated information as well as country names that should be conformed to current standards. Some examples include:
- Soviet Union
- Latvia, Lithuania, Uzbekistan, Kazakhistan, Tajikistan Turkmenistan, Uzbekistan, Russia, Belarus, Kyrgyzstan, etc. are not included
- L4 - Israel - Jordan (Jordan is also listed under M2)
- L5 - Israel - Syria (Syria is also listed under V9)
- F4 - China, Communist
- F5 - China, Republic of
- G5 - Czechoslovakia (now The Czech Republic and Slovakia )
- E-mail Support: To supplement extended filing hours, we urge you to provide an e-mail address through which questions could be answered within a 24 hour period of time. Urgent needs would continue to be communicated via telephone during specified hours.
- Time Concerns and Hardship Exemptions for Translations: Under the proposal, foreign private issuers would no longer be permitted to provide English language summaries of documents required to be filed as exhibits to registration statements or reports in lieu of providing a complete translation. We urge you to ensure there is an adequate transition (perhaps after the June 2002 filing deadlines) to allow international issuers time to meet this new requirement. A less restrictive hardship exemption for filers of non-English documents would also help them to comply.
- Payment of Filing Fees: The international filing community face significant disadvantage regarding payment of filing fees since their business hours do not overlap with U.S. business hours. Late-in-the-day decisions to register securities based on positive market conditions would be impossible as registrants would be unable to deliver requisite filing fees to the SEC's account at Mellon Bank. In the Final Rule, the SEC should, minimally, clearly spell out the hours of bank availability and time requirements for processing wire transfer payments.
- Form ID: Form ID should be updated to include an address space for "country", and it should be modified to incorporate recent changes regarding FAX submission of Form ID. Specifically, the ability to request an SEC FAX or e-mail of access codes both need to be added. The term "Zip Code" should be changed to "Postal Code" to reflect the international use of the form. Finally, the SEC's FAX number to which the completed Form ID should be sent should be available on the form itself.
- Password Expiration: With the increase in the number of new registrants, the SEC should consider changing how expiration of Filer Passwords is handled. Presently, Filers must fill out a new Form ID to apply for an amended Password and fax it to the SEC. Filer Support generates the new code and informs the Filer. The SEC should consider returning to the previous practice that allowed filers to log in, but required a Password change before permitting further transactions.
- EDGAR Filer Manual: The SEC's EDGAR Filer Manual for Modernized EDGAR eliminated a large body of information previously contained in Appendix B. The SEC would be wise to include an updated EDGAR Filer Manual that restores this information so that the international filing community - new to EDGAR filing - is better able to understand the metadata requirements for each submission type - despite the fact that EDGAR Templates are being used.
- Posting of SEC filings on the SEC web site: Currently, it takes 24-48 hours before filings are posted to the SEC's web site, while these same filings are posted on other sites within moments of acceptance by the SEC's EDGAR system. SEC filings should be posted to the SEC's web site immediately upon acceptance to the SEC's EDGAR system.
- EDGAR Filing Search Engine: The SEC should consider upgrading the search engine used to locate filings. An upgrade will help ensure that registrants can easily find their filings on the public areas of the SEC EDGAR filing repository.
In conclusion, we appreciate the opportunity to provide comment and have attempted to address the practical issues all companies face in their efforts to meet the SEC's online filing requirements. We recognize that some of our members could have different views on some of these issues.
Sincerely and on behalf of the Consortium of Filing Agents and Software Developers,
/s/ Rick Bonaparte_______
Davis, Polk & Wardwell
The Consortium of Filing Agents and Software Developers includes:
American Financial Printing
Bowne & Co., Inc.
Color Art Printing Co.
Command Financial Press
Davis Polk & Wardwell
Imperial Financial Printing
Pacific Financial Printing
R.R. Donnelley Financial
||The Honorable Harvey Pitt, Chairman |
The Honorable Isaac C. Hunt, Jr., Commissioner
The Honorable Laura S. Unger, Commissioner
David B.H. Martin, Director, Division of Corporation Finance
Mauri Osheroff, Associate Director, Division of Corporation Finance