| Final Rule: |
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-7858; 34-42789; 35-27177; 39-2385; IC-24455]
RIN 3235-AG96
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission
ACTION: Final rule
SUMMARY: The Commission is adopting revisions to the EDGAR Filer Manual and is providing for their incorporation by reference into the Code of Federal Regulations. In conjunction with the transition to the new capabilities made available in EDGAR Release 7.0, we will be redesignating the components of the Filer Manual into three parts: Volume I discusses the old (Legacy) EDGAR filing system; Volume II discusses modernized EDGAR and all its new features; and the N-SAR Supplement discusses the filing of N-SAR documents. Today, we are adopting new provisions to the Filer Manual that describe the modernized EDGAR system implemented in EDGAR Release 7.0. These new provisions are designated as Volume II of the EDGAR Manual.
EFFECTIVE DATE: May 30, 2000. The revisions to the EDGAR Filer Manual (Release 7.0), contained in Volume II - Modernized EDGARLink, will be effective on May 30, 2000. The incorporation by reference of the EDGAR Filer Manual is approved by the Director of the Federal Register as of May 30, 2000.
FOR FURTHER INFORMATION CONTACT: In the Office of Information Technology, Richard Heroux at (202) 942-8800; for questions concerning investment company filings, Ruth Armfield Sanders, Senior Special Counsel, or Shaswat K. Das, Attorney, 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) 942-2930.
SUPPLEMENTARY INFORMATION: Today we are adopting a new Volume II of the EDGAR Filer Manual ("Filer Manual"), which describes the technical formatting requirements for the preparation and submission of electronic filings through the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system.1 Volume II describes the requirements for filing using the new EDGARLink. 2
Previously, the EDGAR Manual was composed of two parts. With the addition of Volume II, the EDGAR Manual will consist of three parts because we will be maintaining two separate software applications for the preparation and transmission of filings until at least November 1, 2000. We are doing this to provide filers abundant time to transition to the new modernized system.
Volume II of the Manual contains all the new technical specifications for filers to submit filings using the new modernized EDGAR system available in Release 7.0. The specifications include features that will be available for the first time to filers using the new EDGARLink software, such as expanded hyperlinks, graphics, and filing over the Internet.
We also plan shortly to adopt revised versions of the remaining parts of the Manual. These revisions will reflect the limited changes effected by EDGAR Release 7.0 to the Legacy EDGAR systems and Form N-SAR filing. Until we do, the provisions of EDGAR Manual Release 6.75 and N-SAR Supplement for Release 6.1 will continue to apply to filers using the Legacy EDGAR system and to filers filing Form N-SAR.
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 purpose of EDGAR Release 7.0 is to implement the next stage of modernization that filers may begin using on May 30, 2000. The modernized version of EDGAR includes a number of changes: an easier to use EDGARLink for creating and submitting filings to the EDGAR system; graphics and image files in HTML filings; expanded use of hyperlinks in HTML filings; the addition of the Internet as a means of transmission; an update to use of magnetic tape cartridges and the removal of 9 track tapes when support of the Legacy EDGAR system ends; and the elimination of diskette filing in July 2000. The new EDGARLink will be available for download from the EDGAR Filing website; it will not be distributed by diskette.
Legacy EDGARLink is a DOS-based system. We believe the modernized EDGARLink will be easier to use under a Windows operating system, the system most filers use. The new EDGARLink will enable filers to transmit their filings to EDGAR using the Internet.
As with the current EDGARLink, the new EDGARLink also assists filers with building the header, attaching documents to the header, checking for errors and transmitting documents to us. The new EDGARLink does not use the current tagging; instead, predefined templates are available for download through our EDGAR Filing web site. The new EDGARLink checks for errors so that filers can make corrections and increase the chance of acceptance by the system.
Filers must use the new EDGARLink if they wish to include graphics and expanded hyperlinks in their HTML documents. Filers using the old version of EDGARLink will not be able to take advantage of EDGAR's new features. Also, as of May 30th, filers using the Legacy EDGAR software system will be able to update company information, change their passwords or change their CIK confirmation codes only by submitting an amended Form ID.
Finally, we are amending Rule 301 of Regulation S-T to provide for the incorporation by reference into the Code of Federal Regulations the revisions to the Filer Manual reflected in Volume II. 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. The revised Filer Manual and the amendments to Rule 301 will be effective on May 30, 2000.
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 SEC's Web Site. The SEC's Web Site address for the Filer Manual is http://www.sec.gov/ asec/ofis/filerman.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 May 30, 2000. 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 is scheduled to be upgraded to Release 7.0 on May 30, 2000. 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.
Statutory Basis
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.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. For the period during which Legacy EDGAR will be available, prior to the complete transition to the use of Modernized EDGAR, the EDGAR Filer Manual will consist of three parts. For filers using modernized EDGARLink, the requirements are set forth in EDGAR Filer Manual: Guide for Electronic Filing with the U.S. Securities and Exchange Commission (Release 7.0), Volume II - Modernized EDGARLink. For filers using Legacy EDGAR, the applicable provisions are set forth in EDGAR Filer Manual, Release 6.75. Additional provisions applicable to Form N-SAR filers are set forth in EDGAR Filer Manual: N-SAR Supplement, EDGAR Release 6.1. 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, N.W., Washington, D.C. 20549-0102 or by calling Disclosure Incorporated at (800) 638-8241. Electronic format copies are available on the SEC's Web Site. The SEC's Web Site address for the Manual is http://www.sec.gov/asec/ofis/filerman.htm. Information on becoming an EDGAR e-mail/electronic bulletin board subscriber is available by contacting TRW/UUNET at (703) 345-8900 or at www.trw-edgar.com.
By the Commission.
Jonathan G. Katz
Secretary
May 16, 2000
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 January 24, 2000. See Release No. 33-7789 (January 20, 2000) [65 FR 3123].
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. 34-40935 (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; and Release No. 33-7855 (April 24, 2000) [65 FR 23937], 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.
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