[Federal Register Volume 67, Number 101 (Friday, May 24, 2002)]
[Rules and Regulations]
[Pages 36678-36709]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-12566]



[[Page 36677]]

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Part II





Securities and Exchange Commission





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17 CFR Part 230 et al.



Mandated EDGAR Filing For Foreign Issuers; Final Rule

  Federal Register / Vol. 67 , No. 101 / Friday, May 24, 2002 / Rules 
and Regulations  

[[Page 36678]]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 230, 232, 239, 240, 249, and 269

[Release Nos. 33-8099, 34-45922, International Series Release No. 1259; 
File No. S7-18-01]
RIN 3235-AI08


Mandated EDGAR Filing For Foreign Issuers

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: We are adopting amendments to the rules that govern our 
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. 
These amendments will require foreign private issuers and foreign 
governments to file electronically through the EDGAR system most of 
their securities documents, including registration statements under the 
Securities Act of 1933 and registration statements, reports and other 
documents under the Securities Exchange Act of 1934. By mandating the 
electronic filing of foreign issuers' securities documents on EDGAR, we 
hope to realize the same investor benefits and the same efficiencies in 
information transmission, dissemination, retrieval and analysis 
achieved since we mandated EDGAR filing for domestic issuers in 1993. 
We also are adopting rule amendments to clarify when an electronic or 
paper filer may submit an English summary instead of an English 
translation of a foreign language document. We are further eliminating 
the current requirement that any first-time EDGAR filer, domestic or 
foreign, submit a paper copy of its electronic filing to the 
Commission. Finally, we are permitting a national securities exchange 
to file voluntarily on EDGAR a Form 25, which reports the delisting of 
a class of a company's securities.

DATES: Effective Date: November 4, 2002, except for [sect] 232.101(d), 
[sect] 232.101(b)(10), and [sect] 232.101(c)(9), which are effective 
May 24, 2002.
    Comments Due: Comments on the ``collection of information'' 
requirements within the meaning of the Paperwork Reduction Act of 1995 
should be received by June 24, 2002.

ADDRESSES: Please submit three copies of your comments to Jonathan G. 
Katz, Secretary, U.S. Securities and Exchange Commission, 450 Fifth 
Street, NW, Washington, DC 20549-0609. You also may submit your 
comments electronically at the following e-mail address: [email protected]. Your comment letter should refer to File No. S7-18-
01; include this file number in the subject line if you use electronic 
mail. We will make comment letters available for public inspection and 
copying in our Public Reference Room, 450 Fifth Street, NW, Washington, 
DC 20549. We will post electronically submitted comment letters on our 
Internet web site (http://www.sec.gov).\1\
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    \1\ We do not edit personal, identifying information, such as 
names or electronic mail addresses, from electric submissions. 
Submit only information that you wish to make publicly available.

FOR FURTHER INFORMATION CONTACT: Elliot B. Staffin, Special Counsel, 
Office of International Corporate Finance, Division of Corporation 
Finance, by telephone at (202) 942-2990, or in writing at U.S. 
Securities and Exchange Commission, 450 Fifth Street, NW, Washington, 
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DC 20549.

SUPPLEMENTARY INFORMATION: We are adopting rule amendments that will 
rescind Rule 601 \2\ under Regulation S-T \3\ and revise the following 
rules and forms: Rules 403 and 493 \4\ under the Securities Act of 1933 
(``Securities Act''); \5\ Rules 100, 101, 303, 306, and 311 \6\ under 
Regulation S-T; Rule 12b-12 \7\ under the Securities Exchange Act of 
1934 (``Exchange Act''); \8\ and Forms F-1, F-2, F-3, F-4, F-6, F-7, F-
8, F-9, F-10, F-80, F-X, and CB under the Securities Act; \9\ and Forms 
20-F, 40-F, and 6-K,\10\ and Schedules 13E-4F, 14D-1F, and 14D-9F \11\ 
under the Exchange Act.
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    \2\ 17 CFR 232.601.
    \3\ 17 CFR 232.10 et seq.
    \4\ 17 CFR 230.403 and 230.493.
    \5\ 15 U.S.C. 77a et seq.
    \6\ 17 CFR 232.100, 232.101, 232.303, 232.306 and 232.311.
    \7\ 17 CFR 240.12b-12.
    \8\ 15 U.S.C. 78a et seq.
    \9\ 17 CFR 239.31, 239.32, 239.33, 239.34, 239.36, 239.37, 
239.38, 239.39, 239.40, 239.41, 239.42, and 239.800. Forms F-X and 
CB are also authorized as Exchange Act forms under 17 CFR 249.250 
and 249.480. Form F-X is further authorized under the Trust 
Indenture Act of 1939 (``Trust Indenture Act'') [15 U.S.C. 77aaa et 
seq.] under Trust Indenture Act Rule 269.5 [17 CFR 269.5].
    \10\ 17 CFR 249.220f, 249.240f, and 249.306.
    \11\ 17 CFR 240.13e-102, 240.14d-102, and 240.14d-103.
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Table of Contents

I. Executive Summary and Background
    A. Our Reasons for Adopting Mandated EDGAR Filing for Foreign 
Issuers
    B. Comments Received
    C. Summary of the Amendments
II. Discussion
    A. Amendments to Regulation S-T Sections 100 and 601
    B. Foreign Issuer Forms and Documents Under the Amendments
    1. Securities Act Registration Statements and Exchange Act 
Registration Statements and Annual Reports of Foreign Private 
Issuers
    2. Form 6-K Reports
    3. Securities Act Registration Statements and Exchange Act 
Registration Statements and Reports of Foreign Governments
    4. Multijurisdictional Disclosure System (``MJDS'') Forms
    5. Schedules 13D and 13G and Tender Offer Schedules
    6. Form CB
    7. Forms F-X and F-N
    8. Trust Indenture Act Forms
    9. Reports of Supranational Entities
    10. Exhibits Incorporated By Reference
    11. Hardship Exemptions
    12. Documents Submitted Pursuant to Exchange Act Rule 12g3-2(b)
    C. Treatment of Foreign Language Documents
    1. The Adopted ``English Summary'' Option
    2. The Amended Form 6-K
    3. Submission of Unabridged Foreign Language Documents
    4. Elimination of Written Representation Requirement
    5. Submission of a Foreign Government's Annual Budget
    6. Permitted Inclusion of French and English Text in MJDS Forms
    7. Conforming Amendments to Securities Act and Exchange Act 
Forms
    D. Transition Period
    E. The Commission's Electronic Filing Hours
    F. Elimination of the Paper Filing Requirement for First-Time 
EDGAR Filers
III. Paperwork Reduction Act Analysis
IV. Cost-Benefit Analysis
    A. Background
    B. Benefits
    C. Costs
V. Promotion of Efficiency, Competition and Capital Formation 
Analysis
VI. Regulatory Flexibility Act Certification
VII. Statutory Basis and Text of Rule Amendments

I. Executive Summary and Background

    EDGAR is the electronic data gathering, analysis and retrieval 
system \12\ of the Securities and Exchange Commission (``Commission'') 
that enables registered companies and other persons to file their 
securities documents with the Commission in electronic format.\13\ 
Filings submitted

[[Page 36679]]

on EDGAR are available to the public on our web site as well as through 
many other information providers. Registrants and other persons 
submitted over 326,600 filings on EDGAR in fiscal 2001 and 305,000 
filings in fiscal 2000.
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    \12\ We encourage foreign issuers and others who are unfamiliar 
with our EDGAR system to review the document entitled Electronic 
Filing and the EDGAR System: A Regulatory Overview (``EDGAR 
Overview''), which is available on our web site located at 
www.sec.gov/info/edgar/shtml. The EDGAR Filer Manual, v. 8.2, which 
contains recently updated instructions for electronic filing, is 
also available on this web site.
    \13\ Filers can currently submit documents in electronic format 
by direct transmission, either by using a dial-up modem or Internet 
service provider, or on magnetic cartridge. EDGAR filers may submit 
documents formatted either in American Standard Code for Information 
Interchange (``ASCII'') or a version of HyperText Markup Language 
(``HTML''). Filers also may choose to provide an unofficial copy of 
a filing in Portable Document Format (``PDF'').
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    When we launched the operational phase of EDGAR in 1993,\14\ we 
imposed electronic filing requirements only on domestic issuers.\15\ We 
based the initial exclusion of foreign issuers from the mandated EDGAR 
regime in part on our belief that foreign issuers would incur higher 
costs from the implementation of EDGAR than those faced by domestic 
filers.\16\ While we encouraged foreign issuers to file their 
securities documents on EDGAR, we have not generally required these 
issuers to file electronically until now, although many foreign issuers 
file their securities documents on EDGAR on a voluntary basis.\17\
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    \14\ We initially launched EDGAR as a pilot program in 1984, 
which enabled companies to participate voluntarily in the EDGAR 
system until 1993. Release No. 33-6977 (February 23, 1993) [58 FR 
14628].
    \15\ Following adoption of the operational EDGAR rules in 1993, 
we phased in the electronic filing requirements for domestic issuers 
in discrete groups. The last group of domestic issuers became 
mandated EDGAR filers in May 1996. Release No. 33-7369 (December 6, 
1996) [61 FR 65440].
    \16\ Currently, we require a foreign issuer or person to file a 
document on EDGAR only if it jointly files a registration statement 
or some other document with a domestic issuer or if it files a 
document, such as a Schedule 13D or tender offer schedule, that 
pertains to a registered domestic issuer. See Rules 101(c) [17 CFR 
232.101(c)] and 601(a) of Regulation S-T [17 CFR 232.601(a)].
    \17\ Regulation S-T currently provides for the voluntary 
participation of foreign issuers in the EDGAR system under Rules 
100(a) [17 CFR 232.100(a)] and 601(a) and (b) [17 CFR 232.601(a) and 
(b)]. However, until recently, some foreign issuer filings could not 
be made on EDGAR due to the lack of corresponding electronic form 
types. As of April 8, 2002, programming for these form types has 
been completed so that foreign issuers may now voluntarily file 
these forms electronically.
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A. Our Reasons for Adopting Mandated EDGAR Filing for Foreign Issuers

    We expect EDGAR filing requirements for foreign issuers to result 
in the following benefits:
    [sbull] More rapid dissemination of, and easier access to, 
financial and other material information about foreign issuers than 
under our current paper filing system, which will facilitate the 
following of foreign filers' securities by investors, analysts and 
others while enhancing market exposure for these securities;
    [sbull] Increased efficiencies in the filing process, which will 
significantly reduce the filing time required under traditional methods 
of paper delivery, while offering foreign filers a secure and reliable 
method of delivery; and
    [sbull] More efficient storage, retrieval, and analysis of 
financial and other material information about foreign filers than 
under the current paper and microfiche regime, which will not only 
facilitate staff review of a particular foreign issuer's registration 
statement or report but also enhance the Commission's ability to study 
and address issues that confront foreign issuers.
    In the initial operational phase of EDGAR, with the Internet 
relatively undeveloped compared to today, electronic filers could only 
transmit their documents directly to the Commission over long distance 
telephone lines and not over the Internet.\18\ As a result, foreign 
filers that attempted to transmit directly their electronic documents 
to the Commission faced higher long distance transmission costs than 
those borne by domestic companies. Depending on their location, foreign 
filers also faced potential shortages of long distance lines and proper 
telecommunications equipment, such as compatible modems. Foreign filers 
also faced the widespread local unavailability of necessary computer 
hardware and software and trained personnel capable of transforming 
their documents into EDGAR compatible files.
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    \18\ Following amendments in 2000, EDGAR filers have been able 
to use direct transmission by either dial-up modem or the Internet 
as well as magnetic cartridges as means of transforming filings 
electronically to the Commission. Release No. 33-7855 (April 24, 
2000) (65 FR 27488]
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    Since that time, many advances in information and 
telecommunications technology have occurred that have dramatically 
increased Internet use by businesses, consumers, investors, and 
government agencies. These advances have transformed the Internet into 
one of the principal means for the rapid dissemination and retrieval of 
information. Because of these advances, most foreign private issuers 
that are Exchange Act reporting companies already have electronically 
formatted their financial statements and other material information 
either for presentation on their web sites or to comply with the 
requirements of their home country securities commissions.\19\ These 
advances in information technology also have increased the number of 
foreign private issuers that have chosen to file voluntarily their 
securities documents with the Commission on EDGAR.\20\
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    \19\ Approximately 81% of the foreign private issuers that were 
Exchange Act reporting companies as of December 31, 2000, and nearly 
78% of the foreign private issuers that became Exchange Act 
reporting companies in calendar year 2001, had electronically 
formatted their financial statements and other material information 
for posting on their web sites or for their sovereign securities 
commission or other authorities. See Part IV of this release for 
further discussion.
    \20\ Approximately 18% and 20% of the foreign private issuers 
that were Exchange Act reporting companies at the end of, 
respectively, calendar years 2000 and 2001 elected to file their 
securities documents on EDGAR. See Part IV below for further 
discussion. See also Foreign Companies Registered and Reporting With 
the U.S. Securities and Exchange Commission December 31, 2001, 
published by the Office of International Corporate Finance, Division 
of Corporation Finance (``Reporting Foreign Issuers List'') which is 
available on our web site at www.sec.gov/divisions/corpfin/internatl/companies.shtml. The comparable list of Exchange Act 
reporting foreign private issuers as of December 31, 2000 is also 
available on our web site.
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    In addition, today a foreign issuer that seeks to file 
electronically with the Commission is likely to be able to transmit its 
electronically formatted documents to us over the Internet through the 
use of an Internet service provider, thereby saving in long distance 
telecommunications transmission costs. Moreover, a foreign issuer 
wanting filing assistance is now more likely to be able to use a local 
filing agent, thanks to the global expansion of financial printers and 
consulting firms that are knowledgeable about the Commission's EDGAR 
requirements.
    Furthermore, many foreign filers should today experience reduced 
EDGAR start-up costs because they have already achieved a level of 
technological proficiency. These initial costs include the costs 
associated with hiring an information technology team or training 
existing employees to be technologically proficient, hiring a filing 
agent, hiring an Internet service provider, and preparing the documents 
for electronic formatting. Many foreign companies have already 
assembled an information technology team to present their financial and 
business information on their web sites. Many of these employees or 
agents are likely to be familiar with HTML, which is a dominant 
language of the Internet. Because EDGAR now accepts documents formatted 
in a version of HTML as well as in ASCII, this familiarity with HTML 
should reduce the time it takes for the information technology teams of 
many foreign issuers to learn the EDGAR system.\21\
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    \21\ As part of an ongoing modernization of the EDGAR system, in 
addition to enabling issuers to transmit their electronic filings 
directly via the Internet, we have sought to expand the range of 
electronic languages recognized by the EDGAR system. Since June 28, 
1999, electronic filers have been able to submit their securities 
documents in either HTML or ASCII. See Release No. 33-7684 (May 17, 
1999) [64 FR 27888]. Since May 30, 2000, EDGAR filers have been able 
to submit HTML documents that include graphic and image files and 
expanded use of hyperlinks. See Release No. 33-7855 (April 24, 2000) 
[65 FR 24788].

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[[Page 36680]]

    Investors have also come to expect electronic access to financial 
and business information about public companies, regardless of their 
country of origin, and to financial information about foreign 
governments.\22\ Because of these developments, we believe that the 
time is right to adopt rules mandating EDGAR filing for foreign 
issuers.
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    \22\ See Release No. 33-8016, 34-44868 (September 28, 2001) [66 
FR 50744] (``Proposing Release''), Part I.B, the text surrounding n. 
34, for further discussion of information about foreign governments 
that is currently available on the Internet.
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B. Comments Received

    On September 28, 2001, we proposed rule amendments that would 
require foreign private issuers \23\ and foreign governments \24\ to 
file their securities documents with the Commission on EDGAR.\25\ We 
received 32 comment letters in response to our proposed rule amendments 
mandating EDGAR filing for foreign issuers.\26\ Many commenters 
expressed general approval of the proposal. Several of these commenters 
agreed that foreign issuers, investors, and members of the financial 
community would reap the same benefits from these rules as those 
achieved by mandated filing for domestic issuers. The benefits cited 
were the more rapid dissemination of information about, facilitation of 
research and data analysis concerning, and increased market exposure 
for the securities of foreign issuers.
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    \23\ ``Foreign private issuer'' is defined in Securities Act 
Rule 405 [17 CFR 230.405] and Exchange Act Rule 3b-4 [17 CFR 240.3b-
4].
    \24\ ``Foreign government'' refers to any issuer that is 
eligible to register securities under Schedule B of the Securities 
Act, including political subdivisions and some quasi-governmental 
entities.
    \25\ See Proposing Release.
    \26\ Because three of the letters each represented multiple 
entities, the 32 comment letters represented a total of 57 distinct 
entities, including 24 corporations, 12 financial printers and 
filing agents, 10 law firms and one individual attorney, four 
accounting and consulting firms, three banks, and three professional 
associations. These comment letters and a summary of comments 
(``Comment Summary'') prepared by our staff are available for public 
inspection in our Public Reference Room, 450 Fifth Street, NW, 
Washington, DC 20549, in File No. S7-18-01. Public comments 
submitted electronically are also available on our web site located 
at http:/www.sec.gov/rules/proposed/s71801/shtml. The Comment 
Summary is also available on our web site.
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    However, a number of commenters also expressed concern about one or 
more aspects of the proposed amendments. The issues that generated the 
most discussion were:
    [sbull] The proposed elimination of the option to provide an 
English summary or version in lieu of a full English translation of a 
foreign language document required as an exhibit or other attachment to 
a filing;
    [sbull] The requirement that an officer or official of an issuer, 
whether foreign or domestic, certify in writing that an English 
translation is a fair and accurate one;
    [sbull] The proposed mandated EDGAR filing of Form 6-K reports 
except for Form 6-K reports submitted to furnish a foreign issuer's 
annual report to security holders;
    [sbull] The proposed four month transition period; and
    [sbull] Whether the Commission should expand its EDGAR filing hours 
beyond the current 8:00 A.M. to 10:00 P.M. ET period.\27\
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    \27\ We solicited comment on the adequacy of the current EDGAR 
filing hours without making a specific proposal about them. See the 
Proposing Release at Part II.C.
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C. Summary of the Amendments

    Most of the rule amendments are adopted as proposed. For example, 
most of the same Securities Act and Exchange Act forms that were the 
subject of mandated EDGAR filing under the proposed rules will be the 
subject of mandated EDGAR filing under the adopted rules as well. 
However, we have responded to a number of comments and made significant 
changes to the proposed requirements.
    The adopted amendments will require the electronic filing of:
    [sbull] Foreign private issuers' Securities Act registration 
statements and Exchange Act registration statements and reports, 
including Form 6-K except as discussed below; \28\
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    \28\ New Regulation S-T Rule 100(a) and (c) [17 CFR 232.100(a) 
and (c)].
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    [sbull] Foreign governments' Securities Act registration statements 
and Exchange Act registration statements and reports;
    [sbull] Multijurisdictional Disclosure System (``MJDS'') forms and 
schedules filed by Canadian issuers;
    [sbull] Statements of beneficial ownership on Schedules 13D and 13G 
and tender offer schedules that pertain to the securities of a foreign 
issuer, whether filed by a foreign or domestic person;
    [sbull] Form CB, the form used for cross-border rights offers, 
exchange offers and business combinations that are exempt from the 
tender offer rules or Securities Act registration, if the filer is an 
Exchange Act reporting company; \29\ and
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    \29\ New Regulation S-T Rule 101(a)(vi) [17 CFR 232.101(a)(vi)].
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    [sbull] Most Trust Indenture Act forms.
    The adopted amendments will permit either the electronic or paper 
filing of:
    [sbull] A Form 6-K report if the sole purpose of the Form 6-K is to 
submit the foreign private issuer's attached annual report to security 
holders, or an attached ``statutory'' report under specified 
circumstances, as discussed below; \30\
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    \30\ New Regulation S-T Rules 101(b)(1) and 101(b)(7) [17 CFR 
232.101(b)(1) and 101(b)(7)]. See also Part II.B.2, below.
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    [sbull] Form CB if the filer is not an Exchange Act reporting 
company; \31\ and
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    \31\ New Regulation S-T Rule 101(b)(8) [17 CFR 232.101(b)(8)].
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    [sbull] Reports that specified supranational entities, such as the 
World Bank, must file with the Commission.\32\
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    \32\ New Regulation S-T Rule 101(b)(6) [17 CFR 232.101(b)(6)].
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    The adopted amendments will also: \33\
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    \33\ To lessen paperwork burdens for national securities 
exchanges, the amendments will also permit national securities 
exchanges to file Form 25 (``Notification of the Removal From 
Listing and Registration of Matured, Redeemed or Retired 
Securities'') [17 CFR 249.25] via the EDGAR system on a voluntary 
basis. See new Regulation S-T Rule 101(b)(10) [17 CFR 
232.101(b)(10)] and new Regulation S-T Rule 101(c)(9)]. Currently, 
Regulation S-T requires the filing of Form 25 with the Commission in 
paper format only. See the current version of Regulation S-T Rule 
101(c)(9).
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    [sbull] Continue to require documents submitted under Exchange Act 
Rule 12g3-2(b) to be in paper only; and
    [sbull] Eliminate the requirement that a domestic or foreign filer 
must submit a paper copy of its first electronic filing.\34\
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    \34\ Regulation S-T Rule 101(d) [17 CFR 232.101(d)] currently 
codifies this paper filing requirement for first-time EDGAR filers. 
The adopted amendments will remove this provision in its entirety.
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    We adopted the following principal changes to the proposed rules at 
the request of commenters:
    [sbull] We have amended both the electronic and paper filing rules 
to permit the use of an English summary for specified categories of 
foreign language documents included in Division of Corporation Finance 
filings and submissions instead of requiring an English translation for 
all foreign language documents.\35\
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    \35\ New Regulation S-T Rule 306(a) [17 CFR 232.306(a)], new 
Securities Act Rule 403(c)(3) [17 CFR 230.403(c)(3)], and new 
Exchange Act Rule 12b-12(d)(3)]. We have also amended Form 6-K to 
specify further which foreign language documents require the 
submission of an English translation and which may be the subject of 
an English summary. New paragraph D of the General Instructions to 
Form 6-K.
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    [sbull] We have adopted a rule that provides guidance regarding 
what constitutes an acceptable English summary.\36\
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    \36\ New Regulation S-T Rule 306(a), new Securities Act Rule 
403(c)(3)(ii) [17 CFR 230.403(c)(3)(ii)], and new Exchange Act Rule 
12b-12(d)(3)(ii) [17 CFR 240.12b-12(d)(3)(ii)].
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    [sbull] We have eliminated the proposed written certification 
requirement regarding the fairness and accuracy of an English 
translation for both foreign and domestic filers.\37\
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    \37\ Regulation S-T Rule 306(a) currently provides for this 
written certification requirement.

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[[Page 36681]]

    [sbull] We are permitting the submission of the unabridged foreign 
language document in paper to accompany an English summary or 
translation or when permitted by the applicable form;
    [sbull] We are permitting either the electronic or paper submission 
of a ``statutory'' report, as discussed below, or other document by a 
foreign private issuer under cover of Form 6-K as long as the report or 
other document is not a press release, is not required to be and has 
not been distributed to the foreign private issuer's security holders, 
and, if discussing a material event, including the disclosure of annual 
audited or interim consolidated financial results, has already been the 
subject of a Form 6-K submission or other Commission filing on 
EDGAR.\38\
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    \38\ New Regulation S-T Rule 101(b)(7).
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    [sbull] We have amended Form 6-K to clarify that a foreign private 
issuer is not required to submit under cover of Form 6-K an offering 
circular or prospectus that pertains solely to a foreign offering, even 
when an English translation or English summary is available, if the 
issuer has already submitted on EDGAR a Form 6-K, Form 20-F, or other 
Commission filing that reported material information disclosed in the 
offering circular or prospectus.\39\
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    \39\ New paragraph D of the General Instructions to Form 6-K.
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    [sbull] We are permitting an MJDS filer to include in an electronic 
filing that is an HTML document both French and English text in an 
exhibit to or part of a registration statement, annual report, or 
tender offer schedule if the filer included the French text to comply 
with the requirements of the Canadian securities administrator or other 
Canadian authority.\40\
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    \40\ New Regulation S-T Rule 306(a), new Securities Act Rule 
403(c)(5) [17 CFR 230.403(c)(5)], and new Exchange Act Rule 12b-
12(d)(6) [17 CFR 240.12b-12(d)(6)].
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    In addition, in response to commenters who urged a transition 
period longer than the proposed four months, we are providing a 
transition period of almost six months. The rules will take effect on 
Monday, November 4, 2002.

II. Discussion

A. Amendments to Regulation S-T Sections 100 and 601

    We are adopting as proposed the amendments to Regulation S-T that 
will generally require foreign private issuers and foreign governments 
to file their Securities Act and Exchange Act documents with us on 
EDGAR.\41\ Currently Regulation S-T Rules 100 and 601 are the 
provisions that exclude foreign private issuers and foreign governments 
from the Commission's electronic filing requirements. The amendments 
will eliminate the foreign issuer exception primarily by revising Rules 
100(a) and (c) and removing Rule 601 in its entirety. The amendments 
will:
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    \41\ Regulation S-T also requires the electronic filing of any 
related correspondence and supplemental information pertaining to a 
document that is the subject of mandated EDGAR. Regulation S-T Rule 
101(a)(1) [17 CFR 232.101(a)(1)]. These materials are not 
disseminated publicly but are available to the Commission staff.
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    [sbull] Revise Rule 100(a) by removing the phrase ``except for 
foreign private issuers and foreign governments'' to state that 
Regulation S-T applies to all registrants whose filings are subject to 
review by the Division of Corporation Finance; \42\
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    \42\ Rule 100(a) currently provides that the electronic filing 
requirements of Regulation S-T apply to ``[r]egistrants whose 
filings are subject to review by the Division of Corporation Finance 
except for foreign private issuers and foreign governments.''
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    [sbull] Eliminate the phrase ``foreign private issuers and foreign 
governments'' in Rule 100(c) to clarify that mandated electronic filing 
applies to any party that files a document jointly with, or as a third 
party filer with respect to, a registrant that is subject to mandated 
electronic filing; \43\ and
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    \43\ 17 CFR 232.100(c). Rule 100(c) currently provides that the 
electronic filing requirements of Regulation S-T apply to ``[a]ny 
party (including natural persons, foreign private issuers and 
foreign governments) that files a document jointly with, or as a 
third party filer with respect to a registrant that is subject to 
mandated electronic filing requirements.'' For example, a foreign 
issuer named as a guarantor and co-registrant on a registration 
statement that pertains to a domestic issuer must currently file the 
registration statement and related documents on EDGAR.
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    [sbull] Eliminate as unnecessary Rule 601 in its entirety since the 
adopted amendments will generally extend electronic filing requirements 
to foreign private issuers and foreign governments, and since we have 
programmed the EDGAR system to provide an electronic form type for any 
foreign form that currently lacks one.\44\
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    \44\ Rule 601(a) currently excepts foreign private issuers and 
foreign governments from the mandated EDGAR filing rules unless the 
foreign issuer is filing a document jointly with, or with respect 
to, a party that is the subject of mandated electronic filing. Rule 
601(b) [17 CFR 232.601(b)] provides that a foreign private issuer or 
foreign government may choose to file electronically any document 
not required to be filed under Regulation S-T as long as the EDGAR 
Filer Manual contains an appropriate electronic form type. Rule 
601(c) [17 CFR 232.601(c)] provides that if a foreign private issuer 
engages in an exchange offer, merger or other business combination 
with a domestic registrant, and the foreign private issuer files a 
Securities Act registration statement regarding this transaction, 
the foreign private issuer may file this registration statement in 
paper as long as the domestic registrant will not be subject to 
Exchange Act reporting requirements following the transaction.
---------------------------------------------------------------------------

    Upon the effectiveness of these amendments, mandated EDGAR filing 
will apply to a foreign issuer's documents filed or submitted under the 
Securities Act and Exchange Act unless otherwise provided by Regulation 
S-T. Moreover, because these amendments will generally subject foreign 
private issuers and foreign governments to Regulation S-T's electronic 
filing requirements, both domestic and foreign entities will have to 
file on EDGAR any joint or third party filing that relates to a foreign 
issuer.\45\
---------------------------------------------------------------------------

    \45\ See Part II.B.5 below.
---------------------------------------------------------------------------

B. Foreign Issuer Forms and Documents Under the Amendments

1. Securities Act Registration Statements and Exchange Act Registration 
Statements and Annual Reports of Foreign Private Issuers
    As proposed, the adopted amendments will require foreign private 
issuers \46\ to file electronically their Securities Act registration 
statements on Forms F-1, F-2, F-3, and F-4,\47\ and their Exchange Act 
registration statements and annual reports on Form 20-F. The amendments 
also will mandate the filing on EDGAR, as proposed, of Form F-6,\48\ 
the Securities Act registration statement pertaining to depositary 
shares evidenced by American Depositary Receipts (``ADRs'').
---------------------------------------------------------------------------

    \46\ See Part II.B.4 below for a discussion of MJDS forms.
    \47\ Foreign persons may also register securities on Form S-8 
[17 CFR 239.16b] and S-11 [17 CFR 239.18] as well as on other 
registration statement forms normally used by U.S. issuers. Mandated 
EDGAR filing applies to these registration statements when filed by 
foreign issuers.
    \48\ Because Regulation S-T Rule 101(c)(15) [17 CFR 
232.101(c)(15)] currently lists Form F-6 as a form to be filed in 
paper only, the adopted amendments will remove this provision and 
renumber the remaining provisions in Rule 101(c) accordingly.
---------------------------------------------------------------------------

    Two commenters opposed extending EDGAR filing requirements to Form 
F-6 registration statements. Both stated that the Form F-6 registration 
statement contains little issuer information and principally consists 
of the attached depositary agreement, which tends to be fairly standard 
from one registration statement to the next. Consequently, according to 
these commenters, mandated EDGAR filing would increase the preparation 
costs of depositaries and foreign private issuers while yielding little 
benefit to investors.
    We disagree with this conclusion. While the Form F-6 registration 
statement may principally consist of the depositary agreement, this 
document is the governing instrument that sets forth the rights of ADR 
holders concerning

[[Page 36682]]

voting, receipt of dividends and other distributions, and deposit and 
withdrawal of shares, and other material information such as the ratio 
of ordinary shares to ADRs and the amount of depositary fees. Mandated 
EDGAR filing of the Form F-6 registration statement will ensure the 
expeditious dissemination of this material information to investors and 
other interested parties.
    We are revising the General Instructions to the Securities Act 
forms and Form 20-F to reference Regulation S-T and provide Commission 
telephone numbers that a foreign private issuer may call to obtain 
EDGAR access codes or to obtain assistance with EDGAR technical 
concerns or EDGAR rules.\49\
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    \49\ See the new General Instruction II.C to Forms F-1 and F-2, 
new General Instruction II.D to Form F-3, new General Instruction 
II.4 to Form F-4, new General Instruction III.C to Form F-6, and new 
General Instruction D to Form 20-F. We have also slightly modified 
the General Instructions to Forms F-6 and 20-F to clarify that the 
pre-existing paragraphs that outline requirements concerning number 
of copies, paper, printing, or pagination, pertain solely to paper 
filings under hardship exemptions or as otherwise permitted. See 
also Regulation S-T Rule 309(a) [17 CFR 232.309(a)]. We have 
referenced the signature requirements for both electronic and paper 
filings in General Instruction D to Form 20-F. We also have revised 
each of the above forms to include a new instruction regarding the 
treatment of foreign language documents. See Part II.C.7, below.
---------------------------------------------------------------------------

    The Division of Corporation Finance (``Division'') currently 
permits first-time foreign registrants, upon request, to submit paper 
drafts of their initial Securities Act or Exchange Act registration 
statements for staff review on a non-public basis.\50\ Although we did 
not discuss this policy in the Proposing Release, we received four 
comment letters that addressed the issue. All four urged the Division 
to continue its policy following the new rules' effective date.
---------------------------------------------------------------------------

    \50\ See the Division of Corporation Finance's (``Division's'') 
Current Issues and Rulemaking Projects Quarterly Update, Section V 
(March 31, 2001), which is located at www. sec.gov/divisions/corpfin/cfcrq032001.htm. See also the Division's International 
Financial Reporting and Disclosure Issues, Section III(B) (May 1, 
2001), which is available at www.sec.gov./divisions/corpfin/
internatl/issues0501.htm.
---------------------------------------------------------------------------

    In response to the above comments, the mandated electronic filing 
rules for foreign issuers will not affect the Division's confidential 
submission policy. Confidential submissions under the policy must be in 
paper format. When a foreign issuer later publicly files its 
registration statement under the Securities Act or the Exchange Act, 
the public filing must be in electronic format. At that time, the 
Division also will require a foreign issuer to file in electronic 
format as correspondence all letters in response to staff comments on 
the draft materials and other related correspondence.\51\ The 
electronic filing of this correspondence with Division staff will 
facilitate further staff analysis and review of the foreign issuer's 
registration statements and reports filed with the Commission.
---------------------------------------------------------------------------

    \51\ Domestic issuers submit responses to comment letters 
electronically on an ongoing basis. Materials electronically 
furnished as correspondence become part of a non-public database to 
which only the Commission's staff has access unless the materials 
become subject to a successful request under the Freedom of 
Information Act. See 17 CFR 200.80.
---------------------------------------------------------------------------

2. Form 6-K Reports
    The adopted rule amendments will require the electronic submission 
of most reports on Form 6-K,\52\ the Exchange Act form used by foreign 
issuers to submit periodic and current reports with the Commission.\53\ 
As proposed, a foreign issuer will be able to submit in paper a Form 6-
K with its annual report to security holders attached as an exhibit if 
the sole purpose of the Form 6-K was to deposit a copy of this report 
with the Commission.\54\ We are also adopting another exception to 
mandated EDGAR filing of Form 6-K in response to comments received on 
this issue.
---------------------------------------------------------------------------

    \52\ We have added a note to Regulation S-T Rule 101(a)(1)(iii) 
[17 CFR 101(a)(1)(iii)], which generally mandates EDGAR filing for 
Exchange Act documents, to clarify that foreign private issuers must 
file or submit their Form 6-K reports in electronic format, except 
as otherwise permitted by new Regulation S-T Rules 101(b)(1) and 
101(b)(7).
    \53\ In addition to an annual report, Exchange Act reporting 
foreign companies must submit to the SEC on an ongoing basis, under 
cover of a Form 6-K, press releases, shareholder reports and other 
materials that contain information that is material to an investment 
decision. See Form 6-K, General Instruction B. Foreign companies 
publish these materials in their home countries in accordance with 
home market law or custom. By requiring foreign companies to file 
most Form 6-Ks on EDGAR, we will improve public access to these home 
market materials as well as all SEC-mandated reports, prospectuses 
and other documents.
    \54\ See new Regulation S-T Rule 101(b)(1).
---------------------------------------------------------------------------

    We have amended Form 6-K to permit a foreign issuer to submit a 
home country report or other document in paper under cover of a Form 6-
K as long as the report or other document:
    [sbull] Is not a press release;
    [sbull] Is not required to be and has not been distributed to the 
foreign issuer's security holders; and
    [sbull] If discussing a material event, including disclosure of 
annual audited or interim consolidated financial results, has already 
been the subject of a Form 6-K submission or other Commission filing on 
EDGAR.\55\
---------------------------------------------------------------------------

    \55\ See new Regulation S-T Rule 101(b)(7) and the revised 
General Instruction C to Form 6-K.
---------------------------------------------------------------------------

    We added this exception in response to comments noting that a 
foreign issuer must submit a Form 6-K to report material information 
that the foreign issuer:
    [sbull] Makes public or is required to make public under the laws 
of its home country;
    [sbull] Files or is required to file with its home country stock 
exchange and which is made public by that exchange; or
    [sbull] Distributes or is required to distribute to its security 
holders.\56\
---------------------------------------------------------------------------

    \56\ See General Instruction B to Form 6-K.
---------------------------------------------------------------------------

    According to these commenters, because of their home country 
regulations and customs, during any given year, most foreign issuers 
submit numerous Form 6-K reports, only some of which are the equivalent 
of the domestic company Form 10-Q reports that disclose interim 
financial information. Because foreign issuers must submit these home 
country ``statutory'' reports and other documents on Form 6-K promptly 
after they are made public in the home country,\57\ these commenters 
believe that there is not enough preparation or ``lead'' time to 
translate these documents into English or prepare them for EDGAR 
submission. We believe that the additional exception described above 
will substantially address this concern and assist in reducing a 
foreign issuer's EDGAR costs while ensuring the rapid dissemination of 
all material information about a foreign issuer in U.S. capital 
markets.
---------------------------------------------------------------------------

    \57\ See the third paragraph of the current Form 6-K General 
Instruction B.
---------------------------------------------------------------------------

    We are also amending Form 6-K to provide a box for each of the 
permitted paper filing rules that a foreign issuer must check in order 
to facilitate the processing of the paper Form 6-K. The amended Form 6-
K further references the requirements of Regulation S-T and provides 
telephone numbers that a foreign issuer may call for assistance 
concerning EDGAR.\58\
---------------------------------------------------------------------------

    \58\ As discussed in Part II.C.2 below, we are further amending 
Form 6-K to explain the newly amended rules concerning the treatment 
of foreign language documents. We also are amending Form 6-K to 
provide that an issuer that is or will be incorporating by reference 
all or part of an annual or other report to security holders, or of 
a paper Form 6-K, into an electronic filing must file the 
incorporated portion in electronic format as an exhibit to the 
filing in accordance with new Regulation S-T Rule 303(b) [17 CFR 
232.303(b)]. See Part II.B.10, below.
---------------------------------------------------------------------------

3. Securities Act Registration Statements and Exchange Act Registration 
Statements and Reports of Foreign Governments
    The amendments will require foreign governments to file on EDGAR 
their Securities Act registration statements on Schedule B.\59\ Foreign 
governments will

[[Page 36683]]

further have to file electronically their Exchange Act registration 
statements on Form 18, their annual reports on Form 18-K, and any 
amendments to these Forms.\60\
---------------------------------------------------------------------------

    \59\ 15 U.S.C. 77a et seq., Schedule B.
    \60\ 17 CFR 249.218 and 249.318.
---------------------------------------------------------------------------

    Two commenters opposed extending mandated EDGAR filing to foreign 
governments primarily on the grounds that, because of language 
barriers, time zone differences, and cumbersome internal approval 
procedures, foreign governments face logistical and other difficulties 
in meeting their disclosure and reporting obligations under the U.S. 
federal securities laws. One of the commenters also noted that foreign 
governments have no experience in filing on EDGAR since they have not 
been able to do so even voluntarily. Accordingly, these two commenters 
urged the Commission to permit but not require foreign governments to 
file their securities documents on EDGAR.
    After considering these comments, we have determined to adopt 
mandated EDGAR filing for foreign governments as proposed. We do not 
believe that the cited difficulties faced by foreign governments are 
significantly different than those that foreign private issuers may 
face when preparing their Securities Act and Exchange Act documents for 
filing with the Commission. Moreover, the same technological advances 
discussed above should serve to reduce the costs of EDGAR as much for 
foreign governments as for foreign private issuers. In addition, other 
accommodations for foreign issuers adopted or discussed in this release 
should further serve to diminish any difficulties confronted by foreign 
governments.
    We are also adopting, as proposed, a requirement that a foreign 
government provide the following ``electronic filing'' information in 
its Schedule B registration statement: \61\
---------------------------------------------------------------------------

    \61\ The required electronic filing instruction serves to inform 
an investor about the location of a foreign issuer's electronic 
filings with the Commission and possibly of a foreign issuer's web 
address as well. This information is particularly useful when a 
filer incorporates documents by reference into a registration 
statement. Because there is no form for a Schedule B registration 
statement, Division staff has outlined procedures for a Schedule B 
filer that seeks to incorporate by reference. A Schedule B filer 
that seeks to incorporate by reference must follow the staff's 
procedures outlined in a no-action letter that relates specifically 
to that filer. See, for example, the following no-action letters: 
Province of Nova Scotia (November 1, 1999); Republic of Turkey 
(October 19, 1999); and Republic of South Africa (October 4, 1999).
---------------------------------------------------------------------------

    [sbull] The foreign filer must state that the SEC maintains an 
Internet site that contains reports, statements and other information 
regarding issuers that file electronically with the SEC; and
    [sbull] The foreign filer must disclose the address for the SEC 
Internet site at (http://www.sec.gov).\62\
---------------------------------------------------------------------------

    \62\ New Securities Act Rule 493(b) and (c) [17 CFR 230.493(b) 
and (c)]. As discussed in greater detail in the Proposing Release, 
Part II.E, the adopted electronic filing instruction is 
substantially similar to that on Forms F-2, F-3, and F-4, each of 
which permits a filer to incorporate by reference other securities 
documents or exhibits into the registration statement. Regulation S-
K Rule 101(e) [17 CFR 229.101(e)] further requires a registrant to 
provide this electronic filing information in any Securities Act 
registration statement. Since Regulation S-K [17 CFR 229.10-
229.1016] generally does not apply to foreign issuers, and since 
there is no form that corresponds to the Schedule B registration 
statement, we have revised Rule 493 to provide for this electronic 
filing instruction. The adopted rule will also reference Regulation 
S-T's electronic filing requirements.

The instruction will also encourage the foreign filer to provide its 
own Internet address, if available.\63\
---------------------------------------------------------------------------

    \63\ New Securities Act Rule 493(c). See the Commission's 
interpretive release entitled ``Use of Electronic Media,'' Release 
No. 33-7856 (April 28, 2000) [65 FR 25843] for guidance on matters 
arising from the use of hyperlinks in connection with securities 
documents posted on an issuer's web site.
---------------------------------------------------------------------------

4. Multijurisdictional Disclosure System (``MJDS'') Forms
    The adopted amendments will apply to MJDS filers as proposed. Under 
the new rule amendments, Canadian issuers that choose to use the MJDS 
must file electronically:
    [sbull] Their Securities Act registration statements on Forms F-7, 
F-8, F-9, F-10, and F-80;
    [sbull] Their Exchange Act registration statements and annual 
reports on Form 40-F; and
    [sbull] Schedules 13E-4F, 14D-1F and 14D-9F, the tender offer forms 
under the MJDS.\64\
---------------------------------------------------------------------------

    \64\ We have amended the MJDS forms to reference Regulation S-T 
and to add conforming instructions similar to those added to the 
other Securities Act registration statements and Exchange Act Form 
20-F. See also Parts II.C.6 and 7 below for revisions to the MJDS 
forms concerning the treatment of foreign language documents.
---------------------------------------------------------------------------

5. Schedules 13D and 13G and Tender Offer Schedules
    Adopted as proposed, the amendments will mandate the filing on 
EDGAR of third party forms, whether filed by a domestic or foreign 
company, that pertain to a foreign private issuer, since a third party 
filer will no longer be able to claim an EDGAR exemption based on the 
underlying EDGAR exemption for foreign private issuers. Thus, domestic 
or foreign persons will have to file on EDGAR their Schedules 13D or 
13G that pertain to the securities of foreign private issuers. 
Similarly, domestic and foreign bidders will have to file on EDGAR 
their Schedules TO \65\ with respect to tender offers for securities of 
foreign private issuers. Foreign private issuers that are subject to 
tender offers, whether by domestic or foreign companies, will have to 
file their Schedules 14D-9 \66\ on EDGAR.
---------------------------------------------------------------------------

    \65\ 17 CFR 240.14d-100.
    \66\ 17 CFR 240.14d-101.
---------------------------------------------------------------------------

6. Form CB
    Form CB is an exemptive form that both foreign and domestic persons 
must file when engaging in specified rights offerings, exchange offers 
or business combinations with respect to a foreign private issuer.\67\ 
We proposed to require the EDGAR submission of Form CB \68\ in two 
instances:
---------------------------------------------------------------------------

    \67\ See Securities Act Rules 801(a)(4) and 802(a)(3) [17 CFR 
230.801(a)(4) and 230.802(a)(3)] and Exchange Act Rules 13e-
4(h)(8)(iii), 14d-1(c)(3)(iii), and 14e-2(d) [17 CFR 240.13e-
4(h)(8)(iii), 240.14d-1(c)(3)(iii), and 240.14e-2(d)].
    \68\ Similar to our treatment of Form 6-K reports (see Form 6-K 
General Instruction B), our rules currently treat information and 
documents furnished under Form CB as not ``filed'' with the 
Commission or otherwise subject to the liabilities of Exchange Act 
Section 18 [15 U.S.C. 78r]. See Form CB General Instructions I.B. 
The proposed amendments would not alter this treatment.
---------------------------------------------------------------------------

    [sbull] If the party filing or submitting the Form CB is an 
Exchange Act reporting company; or
    [sbull] If the foreign company that is the subject of the Form CB 
transaction is an Exchange Act reporting company.\69\
---------------------------------------------------------------------------

    \69\ See Proposing Release, Part II.B.4, discussing proposed 
Regulation S-T Rule 101(a)(1)(vi).
---------------------------------------------------------------------------

    Most commenters that addressed this proposal urged that we 
generally permit rather than require the EDGAR filing of Form CB in 
order to encourage the use of the Form CB and the consequent 
participation of U.S. security holders in a cross-border transaction. 
After considering these comments, we have determined to require EDGAR 
filing for Form CB only when the party filing or submitting the Form CB 
is an Exchange Act reporting company. In most instances the party 
filing or submitting the Form CB will be the issuer, acquiror or bidder 
in the Form CB transaction. In some instances, however, the subject 
company of an exchange offer, business combination, or tender offer may 
elect to file or submit the Form CB in conjunction with or on behalf of 
the acquiror or bidder. In any of these instances, because the filer 
will already be familiar with EDGAR filing requirements, mandating the 
filing or submission of the Form CB on EDGAR should not pose an undue 
burden.
    The amendments, as adopted, will also provide that a party that is 
not an Exchange Act reporting company may at its option file or submit 
the Form CB on

[[Page 36684]]

EDGAR.\70\ A company that electronically files a Form CB, whether as a 
voluntary or mandated electronic filer, must file on EDGAR the home 
jurisdiction documents that are attached to the Form CB as well.
---------------------------------------------------------------------------

    \70\ New Regulation S-T Rule 101(b)(8) [17 CFR 232.101(b)(8)].
---------------------------------------------------------------------------

    We are amending the cover page of Form CB to require a filer to 
indicate whether it is filing the Form CB in paper as permitted by the 
newly adopted rule. This will facilitate the proper processing of Form 
CB.\71\
---------------------------------------------------------------------------

    \71\ Similar to our amendments of other Securities Act and 
Exchange Act forms, we also are amending Form CB to reflect the new 
EDGAR filing rules. The revisions to Form CB include clarifying that 
the instructions pertaining to number of copies, printing, 
pagination, and manual signatures apply solely to paper filings. For 
additional revisions to Form CB concerning the treatment of foreign 
language documents, see Part II.C.7 below.
---------------------------------------------------------------------------

7. Forms F-X and F-N
    The amendments also will require that foreign private issuers file 
electronically, as proposed, two auxiliary forms, Forms F-X and F-N. 
Form F-X is the form for designating a U.S. agent for service of 
process that is required for an MJDS filer and specified other foreign 
filers.\72\ Form F-N is the form for designating a U.S. agent for 
service of process by foreign banks and foreign insurance companies 
when they file registration statements under the Securities Act.\73\
---------------------------------------------------------------------------

    \72\ In addition to an MJDS filer, the following persons must 
file a Form F-X: a non-U.S. person filing tender offer documents on 
Schedule 13E-4F, 14D-1F, or 14D-9F; a foreign trustee regarding 
securities registered on an MJDS Securities Act registration 
statement; a Canadian issuer filing an offering statement under 
Regulation A [17 CFR 230.251-230.263] or a Form SB-2 registration 
statement [17 CFR 239.10]; and a foreign issuer or other non-U.S. 
person filing Form CB in connection with a tender offer, rights 
offering or business combination. See 17 CFR 239.42(d), (e), (f), 
and (g). In addition, under the Trust Indenture Act, specified 
Canadian trust companies acting as trustees under an indenture 
qualified or to be qualified under the Trust Indenture Act must file 
a Form F-X with the Commission. Trust Indenture Act Rule 260.10a-
5(b) [17 CFR 260.10a-5(b)].
    \73\ Securities Act Rule 489 [17 CFR 230.489].
---------------------------------------------------------------------------

    There are two exceptions to the electronic filing requirement 
adopted for Form F-X. The first pertains to foreign issuers that must 
file Form F-X because they are Form CB filers. Since the amendments 
only require the filing or submission of Form CB on EDGAR when the 
filer is an Exchange Act reporting company, we have adopted the same 
requirement for the Form F-X that a foreign company must file along 
with a Form CB.\74\ The amendments permit, but do not require, the 
filing or submission of Form F-X on EDGAR by a party that is not an 
Exchange Act company.\75\
---------------------------------------------------------------------------

    \74\ New Regulation S-T Rules 101(a)(vii) [17 CFR 
232.101(a)(vii)] and 101(b)(9) [17 CFR 232.101(b)(9)].
    \75\ New Regulation S-T Rule 101(b)(9)(i) [17 CFR 
232.101(b)(9)(i).]
---------------------------------------------------------------------------

    The second Form F-X exception pertains to the requirement that a 
Canadian issuer submit a Form F-X when qualifying an offering statement 
pursuant to the provisions of Regulation A.\76\ Because Regulation S-T 
currently requires the submission of Regulation A filings in paper 
only, the adopted amendments will permit a Canadian Regulation A filer 
to submit the required Form F-X in paper.\77\
---------------------------------------------------------------------------

    \76\ 17 CFR 239.42(f) and 17 CFR 230.263(a).
    \77\ New Regulation S-T Rule 101(b)(9)(ii) [17 CFR 
232.101(b)(9)(ii)].
---------------------------------------------------------------------------

    As with Form CB, we are amending Form F-X to require the filer to 
indicate whether it is filing the Form F-X in paper as permitted by the 
new rule amendments. This will facilitate the proper processing of the 
Form F-X.
8. Trust Indenture Act Forms
    The amendments, adopted as proposed, will require the filing on 
EDGAR of the following statements and applications regarding trustee 
eligibility and indenture qualification \78\ under the Trust Indenture 
Act:\79\
---------------------------------------------------------------------------

    \78\ Regulation S-T Rule 101(a)(1)(ii) [17 CFR 
232.101(a)(1)(ii)].
    \79\ 15 U.S.C. 77aaa et seq. In contrast, Regulation S-T Rule 
101(c)(5) [17 CFR 232.101(c)(5)] currently requires the filing on 
paper of applications for exemptive relief pursuant to Sections 304 
and 310 of the Trust Indenture Act 15 U.S.C. 77ddd and 77jjj, 
respectively]. This provision applies to both domestic and foreign 
filers and will remain the same under the adopted amendments.
---------------------------------------------------------------------------

    [sbull] Forms T-1 and T-2 \80\ statements of trustee eligibility if 
submitted in connection with an indenture for which a foreign issuer is 
the obligor;
---------------------------------------------------------------------------

    \80\ 17 CFR 269.1 and 269.2.
---------------------------------------------------------------------------

    [sbull] Form T-3 \81\ to qualify an indenture covering a foreign 
issuer's securities sold in offerings that are exempt from registration 
under the Securities Act; \82\ and
---------------------------------------------------------------------------

    \81\ 17 CFR 269.3.
    \82\ Rule 7a-1 [17 CFR 260.7a-1] under Trust Indenture Act 
Section 307(a) [15 U.S.C. 77ggg] authorizes the use of Form T-3.
---------------------------------------------------------------------------

    [sbull] Form T-6 \83\ used by foreign corporations and other 
foreign business entities to obtain authorization to act as a sole 
trustee under an indenture qualified or to be qualified under the Trust 
Indenture Act.
---------------------------------------------------------------------------

    \83\ 17 CFR 269.9.
---------------------------------------------------------------------------

9. Reports of Supranational Entities
    We proposed to permit, but not require, the submission on EDGAR of 
the reports that designated supranational entities are required to file 
with the Commission. Currently Regulation S-T permits only one of the 
supranational entities, the International Bank for Reconstruction and 
Development (``World Bank''), to file on EDGAR its annual and periodic 
reports and its reports concerning proposed distributions of its 
primary obligations.\84\ As proposed, we are extending permissive 
electronic filing to the following five additional supranational 
entities that are also required to file reports with the Commission: 
\85\
---------------------------------------------------------------------------

    \84\ Regulation S-T Rule 101(b)(6) [17 CFR 232.101(b)(6)]. The 
World Bank must submit these reports under the Rules and Regulations 
Pursuant to Section 15(a) of the Bretton Woods Agreements Act [17 
CFR 285] and, in particular, 17 CFR 285.2 and 285.3.
    \85\ New Regulation S-T Rule 232.101(b)(6)(i) through (vi) [17 
CFR 232.101(b)(6)(i) through 232.101(b)(6)(vi)].
---------------------------------------------------------------------------

    [sbull] The Inter-American Development Bank; \86\
---------------------------------------------------------------------------

    \86\ See General Rules and Regulations Pursuant to Section 11(a) 
of the Inter-American Development Bank Act [17 CFR 286].
---------------------------------------------------------------------------

    [sbull] The Asian Development Bank; \87\
---------------------------------------------------------------------------

    \87\ See General Rules and Regulations Pursuant to Section 11(a) 
of the Asian Development Bank Act [17 CFR 287].
---------------------------------------------------------------------------

    [sbull] The African Development Bank; \88\
---------------------------------------------------------------------------

    \88\ See General Rules and Regulations Pursuant to Section 9(a) 
of the African Development Bank Act [17 CFR 288].
---------------------------------------------------------------------------

    [sbull] The International Finance Corporation; \89\ and
---------------------------------------------------------------------------

    \89\ See General Rules and Regulations Pursuant to Section 13(a) 
of the International Finance Corporation Act [17 CFR 289].
---------------------------------------------------------------------------

    [sbull] The European Bank for Reconstruction and Development.\90\
---------------------------------------------------------------------------

    \90\ See General Rules and Regulations Pursuant to Section 9(a) 
of the European Bank for Reconstruction and Development Act [17 CFR 
290].
---------------------------------------------------------------------------

10. Exhibits Incorporated by Reference
    As proposed, the adopted amendments will afford to foreign filers 
the same treatment given to domestic filers regarding exhibits under 
Rule 102 of Regulation S-T.\91\ We currently do not require a domestic 
filer to file electronically an exhibit previously filed in paper that 
is being incorporated by reference into the electronically filed 
document. As under the current rules, a foreign filer may voluntarily 
refile the exhibit on EDGAR.\92\ Upon amending its articles of 
incorporation or bylaws, a foreign filer will have to restate these 
documents in electronic format.\93\
---------------------------------------------------------------------------

    \91\ 17 CFR 232.102.
    \92\ Rule 102(a) of Regulation S-T [17 CFR 232.102(a)].
    \93\ This is consistent with the treatment of domestic issuers. 
Regulation S-T Rule 102(c) [17 CFR 232.102(c)].
---------------------------------------------------------------------------

    We are also adopting the amendment to Regulation S-T Rule 
303(b),\94\ which provides that if a foreign private issuer 
incorporates by reference into an

[[Page 36685]]

electronic filing any portion of an annual or other report to security 
holders, or of a paper Form 6-K, it must file the incorporated portion 
in electronic format as an exhibit to the filing. Again, this comports 
with the treatment afforded to domestic companies.\95\ A foreign 
private issuer should consider this provision when determining whether 
to submit a Form 6-K report in paper.
---------------------------------------------------------------------------

    \94\ New Regulation S-T Rule 303(b) [17 CFR 232.303(b)].
    \95\ See the current version of Regulation S-T Rule 303(b) and 
Note 2 of General Instruction G to the Form 10-K annual report. We 
are adding a similar Note to Form 6-K.
---------------------------------------------------------------------------

11. Hardship Exemptions
    The adopted amendments do not alter the provisions governing the 
availability of hardship exemptions under Regulation S-T, as proposed. 
A foreign issuer that meets the requirements of Section 201 or 202 of 
Regulation S-T \96\ may obtain a temporary or continuing hardship 
exemption from the EDGAR filing requirements.\97\
---------------------------------------------------------------------------

    \96\ 17 CFR 232.201 or 232.202. An EDGAR filer may obtain a 
temporary hardship exemption if it experiences unanticipated 
technical difficulties that prevent the timely preparation and 
submission of an electronic filing. See 17 CFR 232.201(a). An EDGAR 
filer may apply for a continuing hardship exemption if it cannot 
file all or part of a filing without undue burden or expense. See 17 
CFR 232.202(a).
    \97\ A filer obtains a temporary hardship exemption by filing a 
properly legended paper copy of the filing under cover of Form TH 
pursuant to Regulation S-T Rule 201. In contrast to this self-
executing process, a filer can only obtain a continuing hardship 
exemption by submitting a written application pursuant to Regulation 
S-T Rule 202, upon which the Commission staff must then act pursuant 
to delegated authority.
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    As is the case with domestic filers, we expect to grant hardship 
exemptions for foreign issuers infrequently.\98\ Moreover, as is the 
case with domestic filers, our filing desk will not accept in paper 
format any filing submitted by a foreign issuer that must be filed 
electronically pursuant to Regulation S-T Items 100 and 101 unless the 
filing satisfies the requirements for a temporary or continuing 
hardship exemption under Regulation S-T.\99\
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    \98\ In addition to pursuing a hardship exemption, a filer that 
has in good faith attempted to submit a filing in a timely manner 
but has experienced a delay due to technical conditions beyond its 
control may request a filing date adjustment pursuant to Regulation 
S-T Rule 13(b) [17 CFR 232.13(b)].
    \99\ Rule 14 of Regulation S-T [17 CFR 232.14]. We have amended 
Forms 6-K, CB, and F-X to state that if filing the form under a 
hardship exemption, the filer must include the legend required by 
Regulation S-T Rule 201 or 202 on the form's cover page.
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12. Documents Submitted Pursuant to Exchange Act Rule 12g3-2(b)
    We proposed to continue our current practice of requiring foreign 
private issuers to submit on paper their applications and supporting 
documents for the exemption pursuant to Exchange Act Rule 12g3-
2(b).\100\ While two commenters favored either permissive or mandated 
EDGAR filing of these documents, we continue to believe that a ``paper 
filing only'' rule for Exchange Act Rule 12g3-2(b) documents is the 
correct approach. A foreign company that has received a Rule 12g3-2(b) 
exemption is afforded only limited access to U.S. capital markets. It 
also is not subject to the Commission's disclosure requirements for 
Exchange Act reporting companies. Consequently, there is less need for 
electronic access to the submissions that a Rule 12g3-2(b) company must 
make to the Commission in order to maintain its exempt status. This 
treatment is consistent with, and analogous to, our current treatment 
of applications for an exemption from Exchange Act reporting 
obligations filed pursuant to Exchange Act Section 12(h).\101\ 
Accordingly, the adopted amendments, as proposed, will not affect 
Exchange Act Rule 12g3-2(b) submissions.
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    \100\ 17 CFR 240.12g3-2(b). This rule provides an exemption from 
Section 12(g) of the Exchange Act [15 U.S.C. 78l(g)] for foreign 
private issuers that have not chosen to access the U.S. capital 
markets. After providing the Commission with information about its 
home country disclosure requirements and U.S. shareholder 
information, a qualifying applicant receives an exemption from 
Exchange Act reporting upon the condition that it furnish to the 
Commission on an ongoing basis its securities documents required to 
be furnished or that it furnishes voluntarily in its home country.
    \101\ 15 U.S.C. 78l(h). We require the filing of Section 12(h) 
exemptive applications in paper pursuant to Regulation S-T Rule 
101(c)(17) [17 CFR 232.101(c)(17)]. Although the basis for Exchange 
Act Rule 12g3-2(b) is Exchange Act Section 12(g)(3) [15 U.S.C. 
78l(g)(3)], this statutory section is analogous to Exchange Act 
Section 12(h).
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C. Treatment of Foreign Language Documents

    Regulation S-T Rule 306 governs the treatment of foreign language 
documents for electronic filings. This rule currently prohibits the 
filing of foreign language documents in electronic format. It also 
requires the electronic submission of a fair and accurate English 
translation of any document, required as an exhibit or attachment to a 
filing, that is in a foreign language.\102\ Thus, under Rule 306, an 
electronic filer currently does not have the option afforded to paper 
filers of submitting an English summary or ``version'' of a foreign 
language document instead of an English translation.\103\ The proposed 
amendments would have subjected foreign issuers filing or submitting 
their securities documents on EDGAR to Rule 306's English translation 
requirement and prohibition against foreign language documents. We 
further proposed to eliminate the option of providing an English 
summary or version instead of an English translation of a foreign 
language document under the paper filing rules in order to keep the 
electronic and paper requirements consistent.\104\
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    \102\ Regulation S-T Rule 306(a) [17 CFR 232.306(a)].
    \103\ See current Securities Act Rule 403(c) and Exchange Act 
Rule 12b-12(d).
    \104\ See Proposing Release, Parts II.D.1 and 2 for a discussion 
of, and reasons for, this proposal.
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    We received the largest number of comments on this proposed 
treatment of foreign language documents of all the issues raised by the 
proposing release. Nineteen commenters generally opposed the 
elimination of the English summary or version option on the grounds 
that the costs of translating into English every foreign language 
document required as an exhibit or attachment to a filing would be 
excessive and constitute an undue burden on foreign issuers. Several of 
these commenters also stated that the elimination of the English 
summary or version option would cause delays in the completion, and 
preclude the timely filing, of registration statements and reports.
    However, many of these commenters also agreed with our position 
that, as reflected in current Commission practice, some exhibits are 
too important to be the subject of an English summary or version. Most 
of these commenters urged us to adopt a rule that would codify this 
position by specifying those documents that could and could not be the 
subject of an English summary or version. Several of these commenters 
also agreed with our examples of exhibit categories that are too 
important to be the subject of an English summary or version.
1. The Adopted ``English Summary'' Option
    After consideration of the above comments, we have determined to 
adopt a limited English summary option for Division of Corporation 
Finance filings and submissions that is the same for both electronic 
and paper filers and provides guidance on which exhibits may be 
summarized. We are amending Regulation S-T Rule 306(a) to provide that 
all electronic filings or submissions must be in the English language, 
except as otherwise provided by this rule.\105\ We are further amending 
this rule to provide that if a filing or submission requires the 
inclusion of a document that is in a foreign language, a party

[[Page 36686]]

must submit a fair and accurate English translation of the foreign 
language document in accordance with the rules governing the treatment 
of foreign language documents.\106\ The amended rule further provides 
that, alternatively, if the foreign language document is an exhibit or 
attachment to a filing or submission to the Division of Corporation 
Finance, a party may provide a fair and accurate English summary of the 
foreign language document if permitted by the foreign language 
rules.\107\
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    \105\ New Regulation S-T Rule 306(a).
    \106\ Securities Act Rule 403(c) and Exchange Act Rule 12b-12(d) 
(referred to as the ``foreign language rules''). The sole exception 
relates to the treatment of a foreign government's annual budget. 
See new Regulation S-T Rule 306(c) and Part II.C.5, below, for 
further discussion.
    \107\ Accordingly, we will continue to require investment 
companies and other persons making filings or submissions to the 
Division of Investment Management to submit full English 
translations of foreign language prospectuses or other foreign 
language documents included in their filings or submissions.
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    We also are amending the foreign language rules to provide that a 
Division of Corporation Finance filer must not summarize the following 
documents (and their amendments):\108\
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    \108\ New Securities Act Rule 403(c)(2) [17 CFR 230.403(c)(1)] 
and new Exchange Act Rule 12b-12(d)(2) [17 CFR 240.12b-12(d)(1)].
---------------------------------------------------------------------------

    [sbull] Articles of incorporation, memoranda of association, 
bylaws, and other comparable documents, whether original or restated;
    [sbull] Instruments defining the rights of security holders, 
including indentures qualified or to be qualified under the Trust 
Indenture Act of 1939;
    [sbull] Voting agreements, including voting trust agreements;
    [sbull] Contracts to which directors, officers, promoters, voting 
trustees or security holders named in a registration statement are 
parties;
    [sbull] Contracts upon which a filer's business is substantially 
dependent;
    [sbull] Audited annual and interim consolidated financial 
information; and
    [sbull] Any document that is or will be the subject of a 
confidential treatment request under Securities Act Rule 406 \109\ or 
Exchange Act Rule 24b-2.\110\
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    \109\ 17 CFR 230.406.
    \110\ 17 CFR 240.24b-2.
---------------------------------------------------------------------------

    This list largely comprises the examples of important foreign 
language documents mentioned in the proposing release. However, we have 
added to this list two categories of material contract exhibits: 
contracts upon which a filer's business is substantially dependent and 
related party contracts.\111\ We believe that agreements falling into 
these categories should not be summarized. While a filer may provide a 
detailed summary of these contracts in the body of the registration 
statement or report, their importance requires the filing or submission 
of a corresponding full English translation as an exhibit to which an 
investor or other interested party can refer for further information.
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    \111\ See Form 20-F Exhibit Instructions 4(b)(i) and (ii), 
respectively, for a description of related party contracts and 
substantial dependency contracts. As used in the foreign language 
rules, these two categories of contracts have the same meaning as 
the contracts described in the above Form 20-F exhibit instructions.
---------------------------------------------------------------------------

    We have narrowed the scope of one exhibit category on the 
``mandatory English translation'' list in response to comments. In the 
proposing release, we included exhibits containing financial statements 
on this list.\112\ Although some commenters agreed with us, others 
pointed out that some ``statutory report'' exhibits may contain 
unconsolidated financial information about a parent company that is of 
questionable materiality. These comments have persuaded us to require 
the English translation only of exhibits disclosing annual audited or 
interim consolidated financial information. This requirement will 
ensure that investors have electronic access to full English 
translations of financial information about foreign issuers that is 
comparable to the financial information required by domestic issuers in 
their periodic reports.
---------------------------------------------------------------------------

    \112\ See Proposing Release, Part II.D.2., the text following 
n.111.
---------------------------------------------------------------------------

    We are further amending the foreign language rules to provide that 
a Division of Corporation Finance filer may submit an English summary 
instead of an English translation of a foreign language document as an 
exhibit or attachment to a filing as long as the foreign language 
document does not consist of any of the proscribed subject matter 
enumerated in these rules \113\ or the applicable form permits the use 
of an English summary.\114\ These rules will also provide that any 
English summary submitted must:
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    \113\ New Securities Act Rule 403(c)(2) and Exchange Act Rule 
12b-12(d)(2).
    \114\ New Securities Act Rule 403(c)(3)(i) [17 CFR 
230.403(c)(2)(i)] and new Exchange Act Rule 12b-12(d)(3)(i) [17 CFR 
240.12b-12(d)(2)(i)].
---------------------------------------------------------------------------

    [sbull] Fairly and accurately summarize the terms of each material 
provision of the foreign language document; and
    [sbull] Fairly and accurately describe the terms that have been 
omitted or abridged.\115\
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    \115\ New Securities Act Rule 403(c)(3)(ii) and new Exchange Act 
Rule 12b-12(d)(3)(ii). A filer will also have to identify a 
submission as either an English summary or English translation of a 
foreign language document. New Securities Act Rule 403(c)(4) [17 CFR 
230.403(c)(4)] and new Exchange Act Rule 12b-12(d)(4) [17 CFR 
240.12b-12(d)(4)].
---------------------------------------------------------------------------

    These conditions are consistent with current staff practice.\116\
---------------------------------------------------------------------------

    \116\ See, for example, Telephone Interpretation No. M.6. in the 
Division of Corporation Finance Manual of Publicly Available 
Telephone Interpretations (July 1997), which is available on our web 
site located at http://www.sec.gov/interps/telephone/1997manual.txt. 
This telephone interpretation provides that an English summary must 
summarize each section of an exhibit just as an English translation 
must translate each section.
---------------------------------------------------------------------------

    Under these amendments, electronic and paper filers must provide 
either an English translation or English summary, if permitted, of a 
foreign language document. A filer will no longer be able to provide an 
English ``version'' or something that falls short of being a fair and 
accurate English summary as required by the above rules. Although some 
commenters requested that we retain the English ``version'' option, we 
have decided to eliminate it because of the vagueness of the term 
``version'' and the general lack of utility that has characterized 
those abbreviated English ``versions'' of foreign language documents 
that foreign issuers have occasionally submitted.\117\
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    \117\ We discussed these reasons in Proposing Release, Part 
II.D.2, the text following n.110.
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2. The Amended Form 6-K
    Under the proposed amendments, a foreign private issuer would have 
to provide an English translation of any report or other document that 
was in a foreign language and required to be submitted under Form 6-K 
whether in electronic or paper format. Some commenters objected to this 
proposal because it would eliminate a foreign issuer's ability to 
submit under Form 6-K:
    [sbull] An English summary or version of a foreign language press 
release or communication distributed directly to shareholders; and
    [sbull] A brief description of any other foreign language report or 
document, such as a statutory report or an offering circular or 
prospectus relating solely to an offering outside the United States (a 
``foreign'' offering), if no English language translation, summary or 
version is available.\118\

    \118\ Current General Instruction D to Form 6-K.
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    Noting that a foreign issuer typically submits several Form 6-Ks 
annually, these commenters expressed concern that an ``English 
translation only'' requirement would cause a foreign issuer to incur 
excessive translation expenses and delay the filing of a Form 6-K. 
Accordingly, these commenters requested that we retain the current 
version of Form 6-K's instructions regarding the treatment of foreign 
language documents in their entirety.

[[Page 36687]]

    However, we received other comments that distinguished between 
types of documents regularly submitted under Form 6-K. For example, one 
foreign firm stated that, because press releases are typically short 
and are already made available in English by many foreign private 
issuers as a matter of course, it would not object to a requirement to 
provide a full English translation for a press release submitted under 
Form 6-K. Another commenter noted the important distinction that 
General Instruction D made between press releases and direct 
shareholder communications on the one hand, and statutory reports and 
other ``public information'' documents on the other, when urging us to 
require the EDGAR submission of the former but not the latter category 
of documents.
    After considering these comments, we have determined to retain the 
English summary option for some of the documents submitted under Form 
6-K. Therefore, we are amending Form 6-K General Instruction D to 
provide that a foreign private issuer must submit a full English 
translation of the following documents under Form 6-K whether submitted 
electronically or in paper: \119\
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    \119\ This is in addition to the list of documents specified in 
Exchange Act Rule 12b-12(d)(2).
---------------------------------------------------------------------------

    [sbull] Press releases;
    [sbull] Communications and other documents distributed directly to 
security holders for each class of securities for which a reporting 
obligation under the Exchange Act exists, except for offering circulars 
and prospectuses that relate entirely to foreign offerings; and
    [sbull] Documents disclosing annual audited or interim consolidated 
financial information.\120\
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    \120\ See the new General Instruction D to the Form 6-K attached 
to this release. We have listed annual audited and interim 
consolidated financial information on Form 6-K even though it is 
also listed under Exchange Act Rule 12b-12(d)(2) for ease of use.
---------------------------------------------------------------------------

    We have included direct shareholder communications in the ``English 
translation only'' group of documents because when a foreign company 
determines to communicate with its shareholders, the communication is 
presumably of sufficient importance to warrant requiring electronic 
access to that document. Moreover, like press releases, a foreign 
private issuer will more likely than not prepare an English translation 
of direct shareholder communications for its U.S. shareholders as a 
matter of course.
    New Instruction D to Form 6-K further permits an issuer to furnish 
under cover of a Form 6-K,\121\ whether submitted electronically or in 
paper, an English summary instead of a full English translation of a 
report required to be furnished and made public under the laws of the 
issuer's home country or the rules of the issuer's home country stock 
exchange, so long as it is not a press release and is not required to 
be and has not been distributed to the issuer's security holders. Such 
a document may include a report disclosing unconsolidated financial 
information about a parent company.\122\
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    \121\ This is in addition to the documents specified in Exchange 
Act Rule 12b-12(d)(2) [17 CFR 240.12b-12(d)(2)].
    \122\ Under the newly revised Form 6-K, a parent foreign private 
issuer will be able to submit in paper an English summary of a 
statutory report that contains, for example, unconsolidated 
financial information, as long as it has already electronically 
submitted a press release disclosing any new, material information 
contained in the statutory report. See new Regulation S-T Rule 
101(b)(7) and new General Instruction C to Form 6-K.
---------------------------------------------------------------------------

    A few commenters expressed their concern that, by eliminating the 
``English summary, version or brief description'' option, we would be 
requiring the full English translation of offering circulars or 
prospectuses that pertained solely to foreign offerings. In response to 
these comments, we are further amending Form 6-K General Instruction D 
to clarify that a foreign private issuer is not required to submit 
under cover of Form 6-K an offering circular or prospectus that 
pertains solely to a foreign offering, even when an English translation 
or English summary is available, if the issuer has already submitted a 
Form 6-K, Form 20-F or other Commission filing on EDGAR that reported 
material information disclosed in the offering circular or prospectus. 
If an issuer has not previously submitted such a filing, the issuer may 
submit in electronic format under a Form 6-K an English translation or 
English summary of the portion of the foreign offering circular or 
prospectus that discloses new material information.\123\
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    \123\ New General Instruction D to Form 6-K. For example, if a 
foreign issuer making a foreign offering that is material uses an 
offering circular containing material information about the issuer 
that is reflected in an already filed Form 20-F or Form 6-K, the 
issuer could submit on Form 6-K a summary of the offering. This 
instruction further provides that any submitted English summary 
under Form 6-K must meet the requirements of Exchange Act Rule 12b-
12(d)(3)(ii).
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    Under the adopted amendments, a foreign private issuer may no 
longer submit a brief description of a foreign language document under 
cover of Form 6-K. We have determined to eliminate the ``brief 
description'' option for the same reasons that we are eliminating the 
``English version'' option.\124\ Moreover, the above revisions to Form 
6-K should eliminate much of the previous need for the ``brief 
description'' option while providing useful information, since a 
foreign private issuer will only have to submit an English summary of 
that portion of a foreign offering circular or statutory report that 
contains new material information instead of the entire document.
---------------------------------------------------------------------------

    \124\ See Part II.C.1 above, the text preceding n. 117.
---------------------------------------------------------------------------

3. Submission of Unabridged Foreign Language Documents
    We solicited comment on whether we should enable a foreign issuer 
to submit a paper copy of the unabridged foreign language document 
under cover of Form SE when electronically filing an English summary of 
the document. Several commenters supported this option, noting the 
legal importance of the unabridged foreign language version.
    Accordingly, we are amending Regulation S-T Rule 306 to provide 
that a party may at its option submit a paper copy of the unabridged 
foreign language document under cover of Form SE when electronically 
submitting an English summary or English translation of that 
document.\125\ We also encourage filers to put these foreign language 
documents on their own corporate web sites in order for this 
information to be readily available to public investors. However, the 
filing or submission of an unabridged foreign language document with 
the Commission or the posting of this document on a company's web site 
will not correct an incomplete or inaccurate English summary or 
translation included in an EDGAR filing or submission.
---------------------------------------------------------------------------

    \125\ New Regulation S-T Rule 306(b) [17 CFR 232.306(b)]. We are 
also amending Regulation S-T Rule 311, which governs the use of Form 
SE, to reflect this amendment. New Regulation S-T Rule 311(f) [17 
CFR 232.311(f)]. We are further amending Securities Act Rule 403(c) 
and Exchange Act Rule 12b-12(d) to permit a paper filer to submit a 
copy of the unabridged foreign language document along with an 
English summary or English translation. New Securities Act Rule 
403(c)(4) [17 CFR 230.403(c)(4)] and new Exchange Act Rule 12b-
12(d)(4) [17 CFR 240.12b-12(d)(4)]. Finally, as proposed, we are 
amending the above paper filing rules and Regulation S-T Rule 306 to 
state that a filer must provide a copy of any foreign language 
document upon the request of Commission staff.
---------------------------------------------------------------------------

4. Elimination of Written Representation Requirement
    Regulation S-T Rule 306 currently requires a designated officer of 
an electronic filer to certify in writing that a filed English 
translation is a fair and accurate translation of a foreign language 
document.\126\ We proposed to

[[Page 36688]]

extend this written representation requirement to foreign issuers 
filing electronically as well as to any paper filing that included an 
English translation exhibit or attachment.
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    \126\ Current Regulation S-T Rule 306(a).
---------------------------------------------------------------------------

    Ten commenters opposed this proposal, primarily on the grounds that 
the written representation requirement is unnecessary because of the 
signature requirements and liability provisions under the Securities 
Act and the Exchange Act. We generally agree with these commenters and 
are eliminating the written representation requirement for both foreign 
and domestic issuers, whether filing electronically or in paper.\127\ 
The antifraud and signature provisions of the Securities Act and 
Exchange Act should afford sufficient deterrence and protection against 
the making of misleading and fraudulent misrepresentations in 
securities documents as a result of false or misleadingly incomplete 
translations or summaries of foreign language documents.\128\ Of 
course, we expect foreign and domestic issuers and their advisors to 
continue to be responsible for translations and to take adequate steps 
to assure the accuracy of translations to their satisfaction.
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    \127\ New Regulation S-T Rule 306(a), new Securities Act Rule 
403(c), and new Exchange Act Rule 12b-12(d).
    \128\ The primary antifraud provisions are in Securities Act 
Sections 11, 12(a)(2), 15, and 17 [15 U.S.C. 77k, 77l(a)(2), 77o, 
and 77q] and Exchange Act Sections 10, 18, and 20 [15 U.S.C. 78j, 
78r, and 78t]. The primary signature provisions are in Securities 
Act Section 6(a) [15 U.S.C. 77f(a)] and in Securities Act Rule 
402(e), Exchange Act Rule 12b-11(d), and Regulation S-T Rule 302.
---------------------------------------------------------------------------

5. Submission of a Foreign Government's Annual Budget
    As proposed, newly adopted Regulation S-T Rule 306 will continue to 
require a foreign government or its political subdivision to file 
electronically a fair and accurate English translation of its latest 
annual budget as Exhibit B in Form 18 or Exhibit (c) in Form 18-K, but 
only if an English translation is available. If an English translation 
is not available, the adopted amendment will require a foreign 
government or political subdivision to submit a copy of the foreign 
language version of its latest annual budget in paper under cover of 
Form SE,\129\ so that any interested party may examine it, as 
proposed.\130\
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    \129\ Accordingly, we are amending Rule 311 to allow the paper 
filing of the foreign language annual budget exhibit under cover of 
Form SE. New Regulation S-T Rule 311(h) [17 CFR 232.311(h)]. We are 
further amending Exchange Act Rule 12b-12(d)(5) to require the 
submission of the foreign language annual budget exhibit with a 
paper filing when no English translation is available. New Exchange 
Act Rule 12b-12(d)(5) [17 CFR 240.12b-12(d)(4)].
    \130\ New Regulation S-T Rule 306(c). As explained in the 
Proposing Release, Form 18-K instructs a foreign government to 
submit its annual budget in the foreign language if no English 
translation is available. Form 18-K, Exhibit Instructions, paragraph 
(c) as discussed in Proposing Release, Part II.D.1., the text 
accompanying n. 104.
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6. Permitted Inclusion of French and English Text in MJDS Forms
    Some commenters generally expressed their interest in being able to 
file foreign language documents on EDGAR.\131\ One commenter requested 
that we at least permit the filing on EDGAR of a document that contains 
provisions in both English and a foreign language when the home country 
requires a document to be prepared in both languages.
---------------------------------------------------------------------------

    \131\ For the most part, these commenters urged us to permit the 
filing of foreign language documents in PDF. Others requested that 
we permit the submission of unabridged foreign language documents in 
paper under specified circumstances. See Part II.C.3 above.
---------------------------------------------------------------------------

    Currently EDGAR official filings can only use foreign language 
characters that are recognized by HTML version 3.2.\132\ At this time 
we have determined to permit the use of a foreign language in an 
electronic filing only when a Canadian issuer includes in an MJDS 
filing that is electronically formatted as an HTML document both French 
and English text because this dual language use is necessary to comply 
with the requirements of the Canadian securities administrator or other 
Canadian authority. This limited acceptance of foreign language text in 
EDGAR documents meets the demands of the MJDS system, which permits 
qualified Canadian issuers to use their home country securities 
documents to meet U.S. disclosure and reporting requirements. 
Accordingly, we are adopting an amendment to Regulation S-T Rule 306 to 
permit the electronic filing of a document containing both French and 
English text in this case.\133\
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    \132\ See current Regulation S-T Rule 306(b). See also Release 
No. 33-7855.
    \133\ New Regulation S-T Rule 306(d) [17 CFR 230.306(d)]. We 
also are adopting conforming amendments to the corresponding 
Securities Act and Exchange Act rules in order to permit the same 
dual language use in MJDS documents filed in paper. New Securities 
Act Rule 403(c)(5) [17 CFR 230.403(c)(5)] and new Exchange Act Rule 
12b-12(d)(6) [17 CFR 240.12b-12(d)(6)].
---------------------------------------------------------------------------

7. Conforming Amendments to Securities Act and Exchange Act Forms
    In order to reflect the amended treatment of foreign language 
documents, we are amending the Securities Act and Exchange Act forms by 
adding explanatory paragraphs stating that:
    [sbull] The registration statement or report must be in the English 
language, as required by the foreign language rules discussed above;
    [sbull] If the registration statement or report requires the 
inclusion, as an exhibit or attachment, of a document that is in a 
foreign language, the issuer must provide instead either an English 
translation or an English summary of the foreign language document in 
accordance with the foreign language rules; and
    [sbull] The issuer may submit a copy of the unabridged foreign 
language document along with the English translation or English summary 
as permitted by the foreign language rules.\134\
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    \134\ See new General Instructions II.D. to Forms F-1 and F-2, 
new General Instruction II.E. to Form F-3, new General Instruction 
D.5. to Form F-4, new General Instruction D. and Instructions as to 
Exhibits to Form 20-F, and General Instruction D to Form 6-K.
---------------------------------------------------------------------------

    We are similarly amending the MJDS forms and schedules \135\ by 
inserting comparable explanatory paragraphs.\136\
---------------------------------------------------------------------------

    \135\ See new General Instruction II.G. to Form F-7, new General 
Instruction IV.I. to Form F-8, new General Instructions II. I to 
Forms F-9 and F-80, new General Instruction II.J. to Form F-10, new 
General Instruction II.E. to Schedules 13E-4F and 14D-1F, and new 
General Instruction II.C. to Schedule 14D-9F.
    \136\ Unlike the other Securities Act and Exchange Act 
documents, the MJDS instructions state that a filer may provide an 
English translation or summary of a foreign language document if 
permitted by the rules of the applicable Canadian securities 
adminsitrator. Since the Canadian requirements govern most of the 
form and content of the MJDS documents, we have determined that the 
Canadian rules should govern the treatment of foreign language 
documents as well.
---------------------------------------------------------------------------

    Form CB currently permits the submission of English summaries of 
documents that, under the home jurisdiction requirements, must be made 
public but need not be disseminated to security holders.\137\ It also 
requires the furnishing to the Commission of any documents incorporated 
by reference into the home jurisdiction documents.\138\ The issuer, 
acquiror, bidder or subject company submitting the Form CB need not 
publicly disseminate the incorporated documents to security 
holders.\139\ While the home jurisdiction documents that are 
disseminated to security holders must be in English, documents that are

[[Page 36689]]

incorporated by reference into the home jurisdiction documents may be 
in a foreign language.\140\
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    \137\ Form CB, Part II(1).
    \138\ Form CB, Part II (2).
    \139\ Form CB, Part I, Item 1(a).
    \140\ Compare Part I, Item 1(a) with Part II (2).
---------------------------------------------------------------------------

    We are amending Form CB to conform it to the adopted rules 
concerning the treatment of foreign language documents. We are also 
amending Regulation S-T Rule 311 to provide that a party may submit a 
copy of an unabridged foreign language document under cover of Form SE 
if permitted by the applicable form as well as when submitting an 
English translation or summary.\141\ This amendment will enable the 
paper submission of a foreign language document that has been 
incorporated by reference into an electronically submitted Form CB or 
that is the subject of an English summary permitted by Form CB.\142\
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    \141\ New Regulation S-T Rule 311(f).
    \142\ See the New Note following Part II (2) of Form CB and new 
Part II(1) of Form CB.
---------------------------------------------------------------------------

D. Transition Period

    We proposed that the amendments would become effective for filings 
or submissions made four months from their date of adoption. Eleven 
commenters responded that this four month transition period was too 
short. In response to these comments, we have determined to adopt an 
effective date of Monday, November 4, 2002. The new rule amendments 
will apply to any securities documents filed or submitted on or after 
November 4, 2002. We believe that approximately six months is a more 
than sufficient period to enable a foreign issuer to prepare itself to 
use the EDGAR system and electronically format a document for the 
foreign issuer's first EDGAR submission or hire a filing agent to 
conduct or assist in the EDGAR submission.\143\ We encourage foreign 
issuers to file their securities documents voluntarily during the 
transition period or to submit test filings during this period.\144\
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    \143\ The effective date of the new rules will occur over one 
year and one month from the date that we first proposed them on 
September 28, 2001. Foreign issuers have had since the proposing 
date to begin learning about the EDGAR requirements. The length of 
time that will have elapsed between the dates of the proposing and 
adopting releases reinforces our view that the six month transition 
period is sufficient.
    \144\ See Section 5.11.4 of the EDGAR Filer Manual (Release 
8.2), Volume I for further information about test filings on EDGAR.
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    We also proposed to permit registrants that have filed their 
registration statements in paper before the proposed rules' effective 
date to continue to file their pre-effective amendments in paper for a 
limited period of time, for example, one month, following the proposed 
rules' effective date until their registration statements are 
effective.\145\ One commenter opposed this proposal on the grounds that 
a registrant filing in paper before the rules' effective date should 
have an indefinite period in which to complete its paper filing. While 
we do not believe that an indefinite period of time is justified, we 
have determined to permit a registrant filing its registration 
statement in paper before the rules' effective date to complete its 
filing in paper through Tuesday, December 31, 2002. If the registration 
statement becomes effective before then, a filer could also file in 
paper its prospectus submitted pursuant to Securities Act Rule 430A 
\146\ or Rule 424 \147\ through December 31, 2002. However, on or after 
Wednesday, January 1, 2003, a registrant will have to file any 
amendment, whether pre-effective or post-effective, or prospectus 
supplement in electronic format.
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    \145\ See Proposing Release, Part II.H.
    \146\ 17 CFR 230.430A.
    \147\ 17 CFR 230.424.
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E. The Commission's Electronic Filing Hours

    The Commission currently accepts EDGAR filings by direct 
transmission from 8:00 a.m. until 10:00 p.m. Eastern Standard Time or 
Eastern Daylight Saving Time, whichever is in effect, every day except 
for Saturdays, Sundays and federal holidays.\148\ In contrast, paper 
and magnetic cartridge filings must be submitted by 5:30 p.m.\149\ Most 
EDGAR filings submitted by direct transmission after 5:30 p.m. receive 
the next day's date as the official date of filing.\150\
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    \148\ Regulation S-T Rule 12(c) [17 CFR 232.12(c)]. See also 
Securities Act Rule 110(c) [17 CFR 230.110(c)] and Exchange Act Rule 
0-2(c) [17 CFR 240.0-2(c)].
    \149\ Regulation S-T Rule 12(b) [17 CFR 232.12(b)]. See also 
Securities Act Rule 110(b) [17 CFR 230.110(b)] and Exchange Act Rule 
0-2(b) [17 CFR 240.0-2(b)].
    \150\ Regulation S-T Rule 13(a)(2) [17 CFR 232.13(a)(2)]. The 
one exception pertains to filings made pursuant to Securities Act 
Rule 462(b) [17 CFR 230.462(b)], which automatically become 
effective upon filing. If made between 5:30 p.m. and 10 p.m., these 
Rule 462(b) filings are deemed filed on the same business day. See 
Regulation S-T Rule 13(a)(3) [17 CFR 232.13(a)(3)].
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    Although we did not propose to change the Commission's filing hours 
for electronic filings made by direct transmission, we solicited 
comment regarding the adequacy of the Commission's EDGAR filing 
hours.\151\ We received eleven comment letters that requested us to 
extend EDGAR's filing hours. Eight of these commenters requested that 
we extend the EDGAR filing hours either to 24 hours a day, seven days a 
week, or to 24 hours a day, Monday through Friday. Other commenters 
requested that we extend EDGAR's filing hours by at least a few hours. 
Most of these commenters justified extended EDGAR filing hours on the 
grounds that the business hours of many foreign issuers overlap 
minimally or not at all with the EDGAR filing hours.
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    \151\ Proposing Release, Part II.C.
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    In consideration of these comments, we are currently assessing the 
feasibility of extending the EDGAR filing hours for direct transmission 
filings. While we are aware that many foreign issuers use the 
assistance of filing agents based in the United States to submit their 
filings in a timely fashion, we also understand that this option may 
not be as readily available to other foreign issuers. We hope in the 
future to address further the issue of extending the EDGAR filing hours 
as part of our ongoing efforts to improve the EDGAR system.

F. Elimination of the Paper Filing Requirement for First-Time EDGAR 
Filers

    As part of an ongoing assessment of some technical aspects of the 
EDGAR rules and the EDGAR system, we have determined to eliminate the 
requirement that an EDGAR filer must submit a paper copy of its first 
electronic filing to the Commission.\152\ It appears that this 
requirement imposes an expense upon EDGAR filers without yielding any 
tangible benefits. Therefore, upon the publication of the rule 
amendments in the Federal Register, a first-time EDGAR filer, whether 
domestic or foreign, will not have to submit a paper copy of its EDGAR 
filing.\153\
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    \152\ This requirement is set forth in Regulation S-T Rule 
101(d) [17 CFR 232.101(d)].
    \153\ The rule amendments will remove Regulation S-T Rule 101(d) 
in its entirety. This amendment will become effective on the date of 
publication in the Federal Register. Under the Administrative 
Procedure Act (``APA''), notice of proposed rulemaking is not 
required for ``rules of agency * * * procedure.'' 5 U.S.C. 
553(b)(A). The requirement that an EDGAR filer submit a paper copy 
of its first electronic filing to the Commission was solely for the 
Commission's benefit. Under the APA, the Commission may establish an 
effective date of less than 30 days after the publication of the 
amendments if the amendment ``relieves a restriction.'' 5 U.S.C. 
553(d)(1). Since eliminating the requirement of a paper filing 
``relieves a restriction,'' the amendment is effective upon 
publication in the Federal Register. For similar reasons, we are 
adopting new Regulation S-T Rules 101(b)(10) and 101(c)(9), which 
concern the voluntary EDGAR filing of Form 25, without notice and 
comment. These rules are also effective upon publication in the 
Federal Register.
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III. Paperwork Reduction Act Analysis

    The amendments contain ``collection of information'' requirements 
within the meaning of the Paperwork Reduction

[[Page 36690]]

Act of 1995 (``PRA'').\154\ We published a notice requesting comment on 
the collection of information requirements in the Proposing Release, 
and submitted these requirements to the Office of Management and Budget 
(``OMB'') for review.\155\ Subsequently, OMB approved the proposed 
information collection requirements.
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    \154\ 44 U.S.C. 3501 et seq.
    \155\ Publication and submission were in accordance with 44 
U.S.C. [sect] 3507(d) and 5 CFR 1320.11.
---------------------------------------------------------------------------

    As discussed in Part II above, we received several comment letters 
regarding the proposed amendments. We have revised the amendments in 
response to these comments. In particular, the adopted amendments 
permit the submission of an English summary of specified foreign 
language documents whereas the proposed amendments would have required 
a full English translation of any foreign language document required to 
be submitted as an exhibit or attachment to Securities Act and Exchange 
Act forms.\156\ We are revising our previous burden estimates primarily 
because of this change. We are submitting the revised estimates to the 
OMB for approval.
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    \156\ The adopted amendments still eliminate the ``English 
version'' option under Securities Act Rule 403(c) and Exchange Act 
Rule 12b-12(d), as proposed. They also still eliminate the ``brief 
description'' option in General Instruction D to Form 6-K, as 
proposed.
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    The titles of the information collections affected by the proposed 
amendments were the EDGAR Forms ID, ET, SE and TH,\157\ Securities Act 
Form F-1,\158\ and Exchange Act Form 20-F.\159\ The changes made to the 
proposed amendments do not alter the burden estimates for Forms ID, ET, 
SE and TH previously submitted to and approved by the OMB.\160\ The 
changes do affect the burden estimates for Securities Act Form F-1 and 
Exchange Act Form 20-F. In addition, because several commenters stated 
that the elimination of the ``English version or brief description'' 
requirement would increase their burdens when submitting statutory 
reports and other documents under cover of Form 6-K, we have prepared 
and are submitting burden estimates for this information collection to 
the OMB as well.
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    \157\ 17 CFR 239.63, 239.62, 239.64 and 239.65. These forms are 
also promulgated as Exchange Act forms under 17 CFR 249.446, 
249.444, 249.445, and 249.447.
    \158\ 17 CFR 239.31.
    \159\ 17 CFR 249.220f.
    \160\ See Proposing Release, Part V for a description of and the 
burden estimates for Forms ID, ET, SE and TH.
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    We have based our estimates of the effects that the amendments will 
have on these information collections primarily on our review of actual 
filings of these forms, the forms' requirements, and on the most 
recently completed Paperwork Reduction Act submissions for these forms. 
An agency may not conduct or sponsor, and a person is not required to 
respond to, a collection of information unless it displays a currently 
valid control number.
    Form F-1 (OMB Control No. 3235-0258) is used by a foreign private 
issuer to register its initial public offering or a subsequent offering 
of securities under the Securities Act. In addition to requiring the 
disclosure of material information about the registrant, Form F-1 also 
requires the attachment of numerous exhibits, including copies of the 
registrant's memoranda of association, articles of incorporation, and 
material contracts.
    Form 20-F (OMB Control No. 3235-0288) is used by a foreign private 
issuer both to register a class of securities under the Exchange Act as 
well as to provide its annual report required under the Exchange Act. 
Like the Form F-1, Form 20-F also requires the filing of numerous 
exhibits.
    Form 6-K (OMB Control No. 3235-0116) is used by a foreign private 
issuer to report material information that it:
    [sbull] Makes or is required to make public under the laws of the 
jurisdiction of its incorporation, domicile or organization (its ``home 
country'');
    [sbull] Files or is required to file with its home country stock 
exchange that is made public by that exchange; or
    [sbull] Distributes or is required to distribute to its security 
holders.

A foreign private issuer may attach annual reports to security holders, 
statutory reports, press releases and other documents as exhibits or 
attachments to the Form 6-K.
    As a result of the adopted English summary provision described 
above, the reporting and cost burden estimates for Forms F-1 and 20-F 
have changed. Accordingly, we have revised the estimated information 
collection requirements that we initially submitted to the OMB. 
Regarding Form F-1, we have decreased by 39 hours our estimate of the 
total annual burden incurred by registrants in the preparation of a 
Form F-1 to 65,880 hours (from the previously estimated 65,919 hours). 
We also have decreased by $3435 the total annual costs attributed to 
the preparation of a Form F-1 by outside firms to $34,567,031 (from the 
previously estimated $34,570,466).
    We have derived these estimates from the following revised 
assumptions. First, we have decreased by two our estimate of the number 
of registrants (five from the previously estimated seven) that will 
incur additional burden hours and costs for services pertaining to 
translating into English either all or some of a foreign language 
document for submission as either an English translation or English 
summary exhibit instead of an English ``version'' or ``brief 
description.'' Second, we have decreased by 12 our estimate of the 
number of additional burden hours (36 hours from the previously 
estimated 48 hours) that each of the five registrants will incur when 
preparing English translations or English summaries in accordance with 
the adopted amendments (for a total of 180 additional burden hours 
instead of the 336 hours previously estimated). We continue to expect 
that registrants will incur 25% of these additional burden hours (45 
hours instead of the previously estimated 84 hours). Third, we have 
decreased by 5 the number of additional pages per filing (13 pages 
compared to the previously estimated 18 pages) that each registrant 
must translate at a cost of $75 per page. We continue to expect that 
outside firms will account for 75% of the translation costs resulting 
in $3656 of costs attributable to outside firms (rather than the 
previously estimated $7,091).
    Regarding Form 20-F, we have decreased by 174 hours the total 
annual burden incurred by foreign private issuers in the preparation of 
a Form 20-F to 501,763 hours (from the previously estimated 501,937 
hours). We further have decreased by $16,341 the total annual costs 
attributed to the preparation of the Form 20-F by outside firms to 
$263,194,113 (from the previously estimated $263,210,454).
    We have derived these estimates from the following revised 
assumptions. First, while our estimate of the number (58) of foreign 
private issuers affected by the amendments remains the same, we have 
decreased by 12 our estimate of the number of additional burden hours 
(36 hours from the previously estimated 48 hours) that each of the 
affected issuers will incur when preparing English translations or 
English summaries in accordance with the adopted amendments (for a 
total of 2088 additional burden hours instead of the 2784 hours 
previously estimated). We continue to expect that foreign private 
issuers will incur 25% of these additional burden hours (522 hours 
instead of the previously estimated 696 hours). Second, we have 
decreased by five the number of additional pages per filing (13 pages 
compared to the previously estimated 18 pages) that each issuer must 
translate at a cost of $75 per

[[Page 36691]]

page. We continue to expect that outside firms will account for 75% of 
the translation costs resulting in $42,413 of costs attributable to 
outside firms (rather than the previously estimated $58,754).
    Regarding Form 6-K, we estimate that the amendments will cause an 
increase of 2477 burden hours resulting in a total of 25,477 hours 
(from the previous 23,000 hours). We further estimate that the adopted 
amendments will cause foreign private issuers to incur an aggregate 
increase of $165,150 in translation costs when preparing an English 
translation or summary exhibit for a Form 6-K, resulting in total costs 
of $12,240,150 (compared to the previous $12,075,000).
    We have based our Form 6-K estimates on the following assumptions. 
First, we have increased the number of Form 6-K responses by 3161 to 
14,661 (from the previous 11,500).\161\ Second, we estimate that 367 of 
the total number of Form 6-Ks filed or submitted would incur additional 
English translation expenses as a result of the amendments. Third, we 
estimate that for each of the affected Form 6-K filings or submissions, 
there will occur an additional 27 burden hours. We continue to expect 
that issuers will incur 25% of these additional burden hours, resulting 
in 2477 additional burden hours for the Form 6-K respondents. Finally, 
we expect that each affected issuer will have to translate an 
additional 8 pages at a cost of $75 per page. We continue to expect 
outside firms to incur 75% of these English translation costs, 
resulting in an additional $165,150 of costs attributable to outside 
firms.
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    \161\ 14,661 is the number of Form 6-Ks filed in calendar 2001.
---------------------------------------------------------------------------

    We are soliciting comment on the expected Paperwork Reduction Act 
effects of the adopted amendments. In particular, we solicit comment on 
the accuracy of our additional burden hour and cost estimates expected 
to result from the adopted amendments. We further request comment on 
whether the expected effects of the amendments discussed in this 
section are necessary for the proper performance of the Commission's 
functions, including whether the additional information garnered will 
have practical utility. In addition, we solicit comment on whether 
there are ways to enhance the quality, utility, and clarity of the 
information to be collected. We further solicit comment on whether 
there are ways to minimize the burden of information collection on 
those foreign filers who will file the above forms, including through 
the use of automated collection techniques or other forms of 
information technology. Finally, we solicit comment on whether the 
amendments will have any effects on any other collection of information 
not previously identified in this section.
    If you would like to submit comments on the collection of 
information requirements and expected effects, please direct them to 
the Office of Management and Budget, Attention: Desk Officer for the 
Securities and Exchange Commission, Office of Information and 
Regulatory Affairs, Washington, D.C. 20503. You should also send a copy 
of the comments to Jonathan G. Katz, Secretary, Securities and Exchange 
Commission, 450 Fifth Street, NW, Washington, DC 20549-0609, with 
reference to File No. S7-18-01. Requests for materials submitted to OMB 
by the Commission with regard to these collections of information 
should be in writing, refer to File No. S7-18-01, and be submitted to 
the Securities and Exchange Commission, Records Management, Office of 
Filings and Information Services, 450 Fifth Street NW, Washington, DC 
20549. OMB must make a decision concerning the affected collections of 
information between 30 and 60 days after publication of this release. 
Consequently, in order to ensure that your comments achieve their 
fullest effect, you should submit comments to OMB within 30 days of 
this release's publication.

IV. Cost-Benefit Analysis

A. Background

    In the Proposing Release, we stated our expectation that the 
proposal would achieve the same benefits for investors, foreign issuers 
and others realized when we adopted the mandated EDGAR filing system 
for domestic filers in 1993. We further noted that we excluded foreign 
filers from mandated EDGAR filing in 1993 because we believed that they 
would incur higher costs from the implementation of EDGAR than those 
faced by domestic filers. As we explained, since then significant 
technological advances have occurred that, together with the recent 
modernization of EDGAR, should reduce EDGAR costs for foreign filers. 
Because of these developments, we believe that it is now appropriate to 
include foreign filers in our mandated EDGAR system.\162\
---------------------------------------------------------------------------

    \162\ Proposing Release, Part III.
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    We solicited comment on the expected benefits and costs and on any 
others that could result from adoption of EDGAR filing requirements for 
foreign issuers. We also requested data to quantify the costs and value 
of the benefits identified.\163\ We received 19 comment letters that 
expressed general approval of the proposed amendments because of the 
benefits expected to result from them. Several of these commenters 
agreed that the expected benefits would be the same as those achieved 
by mandated EDGAR filing for domestic issuers as described in the 
Proposing Release. None of these commenters provided data to quantify 
the value of the benefits identified.
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    \163\ Proposing Release, Part III.C.
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    Most of the commenters expressed concern about specific aspects of 
the proposed amendments because of their expected costs that, according 
to these commenters, would pose an undue burden on foreign 
issuers.\164\ The aspects that received the most expressions of concern 
were:
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    \164\ Of the 26 commenters that expressed such concerns, 14 also 
noted the benefits that would result from the adoption of the 
proposal.
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    [sbull] The proposed elimination of the ``English summary or 
version'' option that would require both an electronic and paper filer 
to provide a full English translation of a foreign language document 
required as an exhibit or other attachment to a filing or submission; 
and
    [sbull] The proposed mandated EDGAR submission of all Form 6-K 
reports other than the Form 6-K submitted to deposit a foreign private 
issuer's attached annual report to security holders.
    Only three of these commenters provided data to quantify the costs 
identified.\165\ All of the data provided concerned the expected costs 
that would result from the proposed elimination of the option to 
provide an English summary or version of a foreign language document. 
One commenter noted that the elimination of this option would cause a 
foreign issuer to incur additional English translation costs ranging 
from $2,250 to $4,375 for each 50 page document, such as a material 
contract, depending on the level of difficulty of the foreign language 
required to be translated.\166\ Another commenter stated that 
elimination of the ``English summary'' option would

[[Page 36692]]

cause it to incur $5,800 to translate each quarterly or annual report 
to security holders and an additional $100,000 to translate a foreign 
offering circular. One other commenter stated that it would incur 
approximately $200,000 and take two to three months to obtain English 
translations of Japanese language statutory reports and other documents 
that it currently does not translate.
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    \165\ Comment Summary at Part III.B.3.
    \166\ This commenter further stated that, for each foreign 
language document required to be translated because of the proposed 
amendments, a foreign issuer would have to pay a bilingual attorney 
to proofread the translated document since professional translators 
generally lack the legal or technical expertise to understand much 
of the text that they are asked to translate. Although we believe 
that many foreign companies rely on in-house counsel to perform at 
least some of this review, according to this commenter, the cost of 
this legal layer of review would exceed the cost of the translation 
services themselves in most cases.
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    In response to these comments, we have reconsidered and revised the 
aspects of our rule proposal that have generated the most concern. In 
particular, we have:
    [sbull] Amended both the electronic and paper filing rules to 
permit the use of an English summary for some foreign language 
documents instead of requiring an English translation for all foreign 
language documents; \167\
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    \167\ New Regulation S-T Rule 306(a), new Securities Act Rule 
403(c)(1) and (3), and new Exchange Act Rule 12b-12(d)(1) and (3).
---------------------------------------------------------------------------

    [sbull] Eliminated the written certification requirement regarding 
the fairness and accuracy of an English translation for both domestic 
and foreign filers; \168\
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    \168\ Ten commenters specifically objected to this written 
certification requirement, which is currently codified at Regulation 
S-T Rule 306(a).
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    [sbull] Amended the electronic filing rules to permit either the 
electronic or paper submission of a foreign issuer's ``statutory'' 
report under Form 6-K in specified circumstances; \169\
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    \169\ New Regulation S-T Rule 101(b)(7). The specified 
circumstances are that the report cannot be a press release, cannot 
have been or required to be circulated to the foreign private 
issuer's security holders, and, if discussing a material event, must 
have already been the subject of a Form 6-K filed on EDGAR.
---------------------------------------------------------------------------

    [sbull] Amended Form 6-K to permit the submission of an English 
summary of a statutory report or other foreign language document in 
specified circumstances in addition to those specified in the 
electronic and paper filing rules; \170\ and
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    \170\ New paragraph D of the General Instructions to Form 6-K. 
The specified circumstances are that the report cannot be a press 
release and cannot have been or required to be circulated to the 
foreign private issuer's security holders. At the request of 
commenters, we have further amended Form 6-K to clarify that a 
statutory report that discloses only unconsolidated financial 
information of a parent company may be the subject of an English 
summary.
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    [sbull] Amended Form 6-K to clarify that a foreign private issuer 
is not required to submit under cover of Form 6-K an offering circular 
or prospectus that pertains solely to a foreign offering, even when an 
English translation or English summary is available, if the issuer has 
already submitted a Form 6-K that reported material information 
disclosed in the offering circular or prospectus.\171\
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    \171\ New paragraph D of the General Instructions to Form 6-K.
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    Several commenters also expressed concern regarding our proposed 
mandated EDGAR filing of Form CB when either the filer or the subject 
company of the Form CB transaction is an Exchange Act reporting 
company. These commenters noted that, because this proposal would 
require the EDGAR submission of a Form CB by a foreign filer that was 
not an Exchange Act reporting company if the subject company was an 
Exchange Act reporting company, it would discourage the use of the Form 
CB. Because we found merit in these comments, we have revised our rule 
amendment to require the electronic filing of a Form CB only when the 
filer is an Exchange Act reporting company, regardless of the reporting 
status of the subject company.\172\
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    \172\ New Regulation S-T Rule 101(a)(1)(vi).
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    The above revisions address most of the cost concerns expressed by 
the commenters. Consequently, while some foreign issuers will incur 
costs as a result of the adopted amendments, these costs will be less 
than those that would have resulted under the rule proposal. We further 
expect that the benefits of the adopted amendments will justify the 
resulting costs.

B. Benefits

    We expect that the adopted amendments will benefit investors, 
financial analysts and others by increasing the efficiency of 
retrieving and disseminating information about foreign issuers that 
file registration statements, periodic reports and other documents with 
the Commission, to the extent that these documents are not currently 
available through EDGAR.\173\ The mandated electronic transmission of 
foreign issuers' securities documents will enable investors to access 
more quickly registration statements, annual and periodic reports and 
other filings containing detailed information about foreign issuers. 
Instead of having to come in person or through an agent to the 
Commission's public reference room \174\ to conduct a search for a 
particular foreign issuer filing that is in paper or microfiche, an 
investor will be able to find and review a foreign issuer filing on any 
computer with an Internet connection by accessing the EDGAR system 
through the Commission's web site or through a third party web site 
that links to EDGAR. The adopted amendments will also enable financial 
analysts and others to retrieve, analyze and disseminate more rapidly 
information about reporting foreign issuers. As a result, not only 
should an investor be able to form more efficient investment decisions 
about particular foreign issuers, but foreign issuers should benefit 
from increased market exposure for their securities in the United 
States.
---------------------------------------------------------------------------

    \173\ Approximately 20% of Exchange Act reporting foreign 
issuers voluntarily filed their securities documents on EDGAR in 
calendar 2001.
    \174\ The Commission's public reference room is located in its 
Washington, D.C. headquarters.
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    Foreign issuers should further benefit from the increased 
efficiencies in the filing process resulting from the adopted 
amendments. By electronically transmitting their securities documents 
directly to the Commission, foreign issuers will avoid the 
uncertainties and delays that can occur with the manual delivery of 
paper filings. Foreign issuers also will benefit from no longer having 
to submit multiple copies of paper documents to the Commission. Foreign 
issuers will further benefit from the Commission's longer filing hours 
for the direct electronic transmission of documents, which will enable 
foreign issuers to file their securities documents directly via EDGAR 
until 10 p.m. Eastern Standard Time or Eastern Daylight Saving Time, 
whichever is in effect.
    Both foreign issuers and investors should benefit from increased 
efficiencies in the Commission's storage, retrieval, and analysis of 
foreign issuer filings, which are expected to result from the adopted 
amendments. Because the Commission's staff will be able to retrieve and 
analyze information about foreign filers more readily than under our 
current paper system, mandated electronic filing for foreign issuers 
should facilitate both the staff's review of a particular foreign 
issuer's registration statement or report and its study of issues 
affecting most foreign filers. For example, the adopted amendments 
should enable Commission staff to access quickly a foreign registrant's 
Exchange Act reports that have been incorporated by reference into a 
Securities Act registration statement that is the subject of review. 
Because Commission staff must review these incorporated reports when 
conducting a full review of the Securities Act document, electronic 
access to all relevant reports should facilitate the timely completion 
of the review process for a foreign registrant.
    The adopted amendments will also enable Commission staff to access 
rapidly registration statements, reports and related correspondence 
pertaining to other foreign issuers that are in the same geographic 
region or industry group as a foreign registrant. This electronic 
access should foster the development of consistent comments on issues 
that are common to foreign

[[Page 36693]]

registrants. This should result in better disclosure to the benefit of 
foreign issuers and the investing public alike.
    Investors and members of the financial community will also benefit 
from the adopted amendments' requirement that foreign issuers provide 
full English translations of specified documents because of their 
importance in understanding the business and financial condition of, 
and corporate governance matters pertaining to, an issuer. Investors 
and others will also benefit from the adopted amendments' requirement 
that a foreign issuer disclose under cover of a Form 6-K new material 
information mentioned also in a statutory report, foreign offering 
circular, or other foreign language document before it may submit an 
English summary of the statutory report or offering circular. This 
requirement will serve to ensure the prompt dissemination of all 
material information about a foreign issuer in U.S. capital markets.
    We are aware that many foreign issuers already post their financial 
statements in electronic format on their web sites. Nevertheless, we 
believe that mandated EDGAR filing for foreign issuers is beneficial to 
investors for the following reasons.
    [sbull] Mandated EDGAR filing for foreign issuers will result in 
the Commission's creation of a central electronic repository for 
foreign filings that is free to anyone that has access to a computer 
linked to the Internet.
    [sbull] Some foreign issuers have only posted on their web sites 
financial statements that meet their home country requirements and not 
the Commission's requirements.
    [sbull] Many foreign issuers have electronically formatted their 
financial statements only in PDF for viewing on their web sites. PDF's 
search capabilities are not as extensive as those provided by the 
version of HTML that EDGAR filers may use to format electronically 
their documents.\175\ Moreover, since HTML is a dominant language of 
the Internet, Commission staff will be able to upgrade EDGAR data 
formatting requirements to keep current with Internet standards and to 
take advantage of improvements in Internet data formats.
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    \175\ PDF is based on a proprietary data format for which only a 
few software programs with search capabilities are commercially 
available. In contrast, there are a variety of methods, languages 
and software available for searching a HTML document.
---------------------------------------------------------------------------

C. Costs

    We expect that the adopted amendments will result in some costs to 
foreign issuers. However, for the following reasons, we also expect 
that only a minority of foreign issuers will bear the full range of 
costs resulting from adoption of the amendments.
    The expected costs consist of both initial and ongoing costs. 
Initial costs are those associated with the purchase of compatible 
computer equipment and software, including EDGAR software if obtained 
from a third-party vendor and not from the Commission's web site.\176\ 
Initial costs also include those resulting from the training of 
existing employees to be EDGAR proficient or the hiring of additional 
employees or agents that are already skilled in EDGAR processing. 
Initial costs further include those associated with the formatting and 
transmission of a foreign issuer's first document filed on EDGAR. These 
transmission costs may include those related to subscribing to an 
Internet service provider.
---------------------------------------------------------------------------

    \176\ Once a first-time EDGAR filer has filed a Form ID to 
obtain its EDGAR access codes, it can download for free the 
EDGARLink software from the Commission's web site. The EDGAR filing 
manual is also available for downloading at our web site. Filers may 
also purchase the EDGARLink software and filer manual through the 
Commission's Public Reference Room and from certain third party 
vendors. See the EDGAR Overview at Section C(1).
---------------------------------------------------------------------------

    Ongoing costs are those associated with the electronic formatting 
and transmission of subsequent EDGAR filings, including amendments to a 
foreign issuer's initial EDGAR filing. An issuer may also incur future 
costs resulting from the training or hiring of employees regarding 
updated EDGAR filing requirements.
    The magnitude of these costs for a foreign issuer will depend on 
its level of technological proficiency and its previous familiarity 
with EDGAR filing requirements.
    For example, of the 1,310 foreign private issuers that were 
Exchange Act reporting companies as of December 31, 2000,\177\ 244 
(approximately 19%) not only did not voluntarily file on EDGAR, but 
also did not electronically present their financial statements on their 
web sites or otherwise for public use. Similarly, of the 161 foreign 
private issuers that became Exchange Act reporting companies during 
calendar year 2001, 36 (approximately 22%) lacked an informational web 
site in addition to not filing on EDGAR. These foreign private issuers 
will incur the full range of initial and other costs associated with 
electronic filing. Some may have to purchase compatible computer 
equipment. Some may also have to upgrade their operating and word 
processing software in addition to obtaining the EDGARLink software. 
They all will have to hire information technology employees or agents 
that are knowledgeable about the EDGAR process. Then they will incur 
the costs associated with formatting and transmitting their documents 
on EDGAR, which may include the cost of subscribing to an Internet 
service provider.
---------------------------------------------------------------------------

    \177\ See Reporting Foreign Issuers List.
---------------------------------------------------------------------------

    A much larger segment of Exchange Act reporting foreign private 
issuers already currently electronically format their financial 
statements in some fashion for public use. Of the total number of 
Exchange Act reporting companies as of December 31, 2000, 1,066 
(approximately 81%) had electronically formatted their financial 
statements and other material information either for posting on their 
web site or to meet the requirements of their sovereign securities 
commission.\178\ Similarly, of the 161 foreign private issuers that 
became Exchange Act reporting companies in calendar year 2001, 125 
(approximately 78%) had electronically formatted their financial 
statements and other material information for public consumption.\179\
---------------------------------------------------------------------------

    \178\ This amount includes the 481 Canadian public companies 
(approximately 37% of reporting foreign private issuers as of 
December 31, 2000) that are required by the Canadian Securities 
Administrators to file their securities documents electronically on 
Canada's System for Electronic Document Analysis and Retrieval 
(``SEDAR''). This amount further includes 585 non-Canadian foreign 
private issuers (approximately 45% of reporting foreign private 
issuers as of calendar year 2000 year end) that have chosen to post 
on their web sites their most recent and historical financial 
statements either as part of their annual or periodic reports or 
standing alone. The 80% figure also includes the foreign private 
issuers that were Exchange Act reporting companies as of December 
31, 2000 and had filed their securities documents on EDGAR.
    \179\ Approximately 56% of the 125 reporting foreign issuers 
were Canadian.
---------------------------------------------------------------------------

    These foreign issuers have already incurred initial costs 
associated with the preparation of disclosure materials in an 
electronic format. They have already trained their employees or hired 
an in-house information technology team or a third party agent, such as 
an Internet services company or financial printer, to format 
electronically their financial statements and other documents of 
interest to investors. After obtaining the EDGAR software,\180\ these 
persons should be capable of electronically processing reporting 
foreign issuers' securities documents for the EDGAR system. 
Consequently, for approximately four-fifths of Exchange Act reporting 
foreign issuers, the mandated EDGAR requirements should

[[Page 36694]]

result only in costs related primarily to the electronic formatting of 
their securities documents in a format compatible with EDGAR and 
transmission of the EDGAR formatted documents to the Commission.
---------------------------------------------------------------------------

    \180\ As previously mentioned, since the EDGARLink software is 
now available on the Commission's web site, for most new EDGAR 
filers, the cost of obtaining the EDGAR software will be 
insignificant.
---------------------------------------------------------------------------

    Currently EDGAR only accepts documents formatted in HTML 3.2 or in 
ASCII. Many Exchange Act reporting foreign issuers have formatted their 
financial statements only in PDF for presentation on their web sites or 
for submission to foreign securities commissions.\181\ These foreign 
issuers may incur both initial and ongoing costs associated with 
presenting their financial statements in an EDGAR-compatible format.
---------------------------------------------------------------------------

    \181\ For example, the Canadian Securities Administrators 
require that Canadian public companies file their securities 
documents in PDF on SEDAR. See Canada's National Instrument 13-101 
(September 7, 1999).
---------------------------------------------------------------------------

    However, other reporting foreign issuers have presented their 
financial statements in some version of HTML on their web sites. These 
foreign issuers have already trained employees or an agent familiar 
with formatting in HTML. This previous familiarity with HTML should 
help to reduce the initial EDGAR costs for these reporting foreign 
private issuers.\182\ This previous expertise in HTML may also help to 
lessen the ongoing costs related to updated EDGAR training that 
incorporates improvements in HTML.
---------------------------------------------------------------------------

    \182\ Even if foreign issuers are unfamiliar with HTML, there 
are many software packages available that will translate their 
documents into ASCII or HTML.
---------------------------------------------------------------------------

    Moreover, since HTML is a dominant language used to present 
information on Internet web sites, reporting foreign issuers that have 
formatted their financial statements thus far only in PDF may already 
have trained employees or an agent familiar with formatting in HTML. If 
so, these foreign issuers should also face reduced initial and ongoing 
EDGAR costs.\183\
---------------------------------------------------------------------------

    \183\ Furthermore, since under Regulation S-T Rule 104 [17 CFR 
232.104], we allow EDGAR filers to file a PDF version of a document 
as an unofficial copy, foreign issuers that present their financial 
statements in PDF for non-EDGAR purposes will not incur additional 
formatting costs when exercising the option to file an unofficial 
PDF version on EDGAR.
---------------------------------------------------------------------------

    During the calendar year ended December 31, 2000, 232 
(approximately 18%) of reporting foreign private issuers voluntarily 
chose to file their annual reports, registration statements and other 
securities documents on EDGAR. This segment of voluntary EDGAR filers 
increased to 269 (approximately 20%) during the calendar year ended 
December 31, 2001.\184\ For these reporting foreign private issuers, 
the adopted amendments should result in no initial costs and little or 
no ongoing costs in addition to those that the foreign issuer had 
already decided to expend.
---------------------------------------------------------------------------

    \184\ The total number of foreign private issuers that were 
Exchange Act reporting companies as of December 31, 2001 was 1344.
---------------------------------------------------------------------------

    For the minority of foreign issuers that have not yet 
electronically presented their financial statements for public 
use,\185\ as well as for other foreign issuers affected by the adopted 
amendments, we expect that technological advances regarding the 
Internet and recent modernization of the EDGAR system will help reduce 
the initial and ongoing costs resulting from mandated EDGAR filing for 
foreign issuers. For example, today foreign issuers are able to 
transmit directly their securities documents to the Commission through 
the Internet with the assistance of an Internet services provider. A 
foreign issuer should find that this method is less expensive than 
using a direct dial modem to connect to the EDGAR system with the 
resultant long distance charges.
---------------------------------------------------------------------------

    \185\ This minority would include foreign individuals who only 
file Schedules 13D or 13G.
---------------------------------------------------------------------------

    Today there also are numerous financial printers and other 
information technology specialists that are capable of electronic 
document processing, including for the EDGAR system, and available on 
an international basis.\186\ No longer must a foreign issuer rely on a 
filing agent located in a major city in the United States for its EDGAR 
needs. This closer proximity of EDGAR knowledgeable agents should 
reduce the travel, long distance and other initial and ongoing costs 
shouldered by reporting foreign issuers when preparing their documents 
for the EDGAR system.
---------------------------------------------------------------------------

    \186\ The web sites of each of three large financial printers 
reveal that, either directly or through affiliates, these financial 
printers maintain offices in 20-40 different countries.
---------------------------------------------------------------------------

    The adopted amendments require that both electronic and paper 
filers obtain full English translations for specified foreign language 
documents while permitting the submission of English summaries for 
other documents. We do not expect these provisions to increase 
materially the costs of document preparation and filing for foreign 
issuers and other affected persons, since the adopted amendments 
largely codify existing Commission practice regarding the treatment of 
foreign language documents. Moreover, in response to commenters' 
concerns, we have adopted amendments that permit the submission of an 
English summary instead of a full English translation of a statutory 
report or other foreign language document in specified circumstances. 
We also have adopted amendments that permit the filing of a statutory 
report in paper and eliminate the need to submit a foreign offering 
circular in specified circumstances. These amendments should prevent 
the incurrence of excessive costs that many commenters feared would 
result from the proposed requirement to provide a full English 
translation of all foreign language documents.
    Nevertheless, some foreign issuers may incur costs from our 
requirement to provide an English translation instead of an English 
summary of some of the specified documents. Some foreign issuers may 
also incur costs from our elimination of the option to file a 
``version'' or ``brief description'' of a foreign language document 
instead of an English summary or translation for both electronic and 
paper filings.\187\ Because there has been only limited use of the 
summary, version or brief description option, we do not expect the 
above amendments to affect many filers.\188\ Moreover, many agents, 
including some with EDGAR expertise, provide translation services. The 
globalization of these agents in recent years should serve to lessen 
the costs of obtaining their translation services.\189\
---------------------------------------------------------------------------

    \187\ The brief description option appears in the current 
version of General Instruction D to Form 6-K.
    \188\ During calendar years 2000 and 2001, out of 940 filings by 
non-English speaking, reporting foreign issuers examined, depending 
on the type of filing, only 2%-5% used the English summary, version 
or brief description option.
    \189\ For example, the web sites of the three large financial 
printers referred to in the preceding footnote advertise their 
translation services as an integral part of their businesses.
---------------------------------------------------------------------------

    The amendments will cause some domestic persons to file on EDGAR 
their Schedule TOs, Form CBs and Schedule 13D/Gs in connection with 
tender offers, exchange offers and other transactions involving the 
securities of foreign private issuers. However, we expect the number of 
affected domestic persons to be small. During calendar years 2000 and 
2001, out of a total number of 245 and 599 Schedule TOs filed, 
respectively, with the Commission, only 11 (approximately 4%) and 15 
(approximately 2.5%) were filed in paper. Of these 11 and 15 paper 
Schedule TOs filed, respectively, in 2000 and 2001, none and only three 
(approximately 0.5% out of the total filed) were filed by domestic 
entities.
    Similarly, for calendar years 2000 and 2001, out of a total of 
13,282 and 12,439 Schedule 13Ds and 13Gs filed, only 279 (approximately 
2%) and 284 (approximately 2%) were filed in paper. Of these Schedule 
13D/G paper filings, only 7 (approximately .1% of the total

[[Page 36695]]

filed) and 9 (approximately .1% of the total filed) were filed by 
domestic companies and pertained to the securities of foreign 
issuers.\190\
---------------------------------------------------------------------------

    \190\ We also expect that the amendments will not have a 
significant impact on affected domestic entities. According to two 
large financial printers, the average cost of electronically 
formatting and transmitting a Schedule 13D or 13G on EDGAR is $250.
---------------------------------------------------------------------------

    Furthermore, during calendar years 2000 and 2001, of the 95 and 32 
Form CBs filed with the Commission, 32 (approximately 34%) and 13 
(approximately 41%) were filed by Exchange Act reporting companies. 
Only four (4%) and five (16%) out of the total number of Form CBs 
filed, respectively, in calendar years 2000 and 2001 were filed by 
domestic Exchange Act reporting companies.
    Some domestic persons may incur costs resulting from the electronic 
formatting of their securities documents as a result of the amendments. 
Since domestic persons are already subject to mandated EDGAR filing, 
they already have trained employees or agents capable of readily 
electronically formatting their Form TOs, Form CBs or Schedule 13D/Gs 
for the EDGAR system. This previous familiarity with EDGAR should 
reduce the costs incurred by these domestic persons as a result of the 
adopted amendments.
    Based on the foregoing, and as further explained below, we expect 
that the amendments will result in total costs for foreign issuers of 
between $8,037,005 to $23,070,333. We have derived this range of costs 
based on the following assumptions and estimates.
    First, we expect that the amendments will affect 81% of foreign 
private issuers filing Exchange Act reports because these foreign 
private issuers have not already voluntarily filed their reports on 
EDGAR. Conversely, for the 19% of reporting foreign private issuers 
that already are EDGAR filers, the amendments should result in no 
additional costs.\191\
---------------------------------------------------------------------------

    \191\ These figures are based on the averages of the percentages 
of foreign private issuers filing on EDGAR in calendar years 2000 
and 2001.
---------------------------------------------------------------------------

    Second, we expect that all of the 81% of affected reporting foreign 
private issuers will incur costs associated with the electronic 
formatting and electronic transmission of their Exchange Act reports. 
We also expect that many of these foreign private issuers will also 
incur similar costs regarding the electronic formatting and filing of 
their Securities Act documents.
    Third, we expect that, for 62% of reporting foreign private issuers 
(or 77% of those affected), the amendments will result primarily in 
electronic formatting and filing costs. This segment already has 
achieved technical proficiency based on their past experience 
electronically formatting their financial and other documents for 
presentation on their web sites or to meet the requirements of their 
sovereign securities commissions.\192\
---------------------------------------------------------------------------

    \192\ This segment increases to 81% of foreign private issuers 
when including those reporting foreign private issuers that already 
file their securities documents on EDGAR.
---------------------------------------------------------------------------

    Fourth, for the remaining 19% of reporting foreign private issuers 
(or 23% of those affected) that have little to no computer, Internet or 
related technical experience, if they choose to outsource to a 
financial printer or other filing agent all of the work associated with 
producing an EDGAR compatible document, we do not expect any 
significant costs to result other than the electronic formatting and 
filing costs.\193\ However, if these foreign private issuers attempt to 
perform much of the EDGAR preparation, filing, and related tasks 
themselves, the amendments may result in the incurrence of additional, 
significant costs associated with the purchase or upgrading of computer 
hardware and software, the subscribing to an Internet service provider, 
and the hiring of at least one technically proficient employee.
---------------------------------------------------------------------------

    \193\ According to a representative of a large financial 
printer, most companies elect to hire a filing agent to perform most 
or all of the work required to produce a Securities Act or Exchange 
Act document, including typesetting the initial document, EDGAR 
formatting and filing, and related tasks such as printing and 
document distribution. For these companies, the cost of preparing a 
document for EDGAR filing is included in the amount charged for 
EDGAR formatting.
---------------------------------------------------------------------------

    Fifth, we expect that all of the foreign governments that have 
Exchange Act reporting obligations will incur electronic formatting and 
filing costs.
    Sixth, we expect the cost of electronic formatting for all of the 
affected foreign issuers to be $15 a page regardless of the particular 
filing. We also expect a filing agent to charge an electronic filing 
fee of $150 per filing.\194\
---------------------------------------------------------------------------

    \194\ According to a representative of a large financial 
printer, $15 per page is the typical rate charged for most 
companies. These companies have elected to hire the filing agent to 
perform most of the document production tasks, including EDGAR 
formatting. This representative further stated that $150 was the 
typical EDGAR filing fee charged for most types of Securities Act 
and Exchange Act documents.
---------------------------------------------------------------------------

    Seventh, we expect that the elimination of the ``English version 
and brief description'' option and adoption of a limited English 
summary option will result in additional costs to between 2-5% of 
foreign private issuers when filing their Form 20-Fs, Form 6-Ks, and 
Form F-1s, depending on the particular form.\195\
---------------------------------------------------------------------------

    \195\ Based on an examination of 940 documents filed by non-
English speaking issuers in 2000 and 2001, 5.0% of Form 20-F filers, 
3.5% of Form F-1 filers, and 2.5% of Form 6-K filers used the 
``English summary, version or brief description'' option.
---------------------------------------------------------------------------

    Based on these assumptions, we expect the amendments to result in 
the following costs for the following forms: \196\
---------------------------------------------------------------------------

    \196\ We expect these forms to generate most of the EDGAR costs 
for foreign issuers. We have not included Schedules TO, 13D and 13G 
in this list because, as discussed above, based on the small 
percentage of these documents filed in paper in calendar years 2000 
and 2001, we expect the costs incurred in electronically formatting 
and filing these documents to be relatively insignificant. We also 
have not included Form CB in this list since a majority of the Form 
CBs filed in 2000 and 2001 were by non-Exchange Act reporting 
companies, which are not subject to mandated EDGAR filing. 
Similarly, we have not quantified the EDGAR costs that domestic 
issuers are expected to incur as a result of the amendments due to 
the insignificant number of domestic filings expected to be 
affected.

                        Form 20-F Annual Reports
------------------------------------------------------------------------
 
------------------------------------------------------------------------
81% of 1327 foreign private issuers \197\ = 1075
240 pages (including exhibits) \198\ x $15 per page x 1075 =  $3,870,000
$150 (filing fee) x 1075 =..................................    +161,250
                                                             -----------
                                                               4,031,250
------------------------------------------------------------------------


---------------------------------------------------------------------------

    \197\ 1327 is the average of the number of reporting foreign 
private issuers in calendar years 2000 and 2001.
    \198\ This estimate of the average number of pages of a Form 20-
F annual report, as well as the average page estimates of Forms 6-K, 
F-1, F-2, F-3, F-4, Schedule B, and Form 18-K, are based on an 
examination of actual filings.

[[Page 36696]]



                            Form 6-K Reports
------------------------------------------------------------------------
 
------------------------------------------------------------------------
1075 foreign private issuers x 10 Form 6-Ks per issuer =
 10,750 Form 6-Ks...........................................
10,750 x 10 pages per Form 6-K x $15 =......................  $1,612,500
Filing fees =...............................................    +161,250
                                                             -----------
                                                               1,773,750
------------------------------------------------------------------------


                                Form F-1
------------------------------------------------------------------------
 
------------------------------------------------------------------------
71% x 96 filings \199\ = 68 filings affected
450 pages (including exhibits) per filing x $15 x 68 =......    $459,000
Filing fees =...............................................     +10,200
                                                             -----------
                                                                469,200
------------------------------------------------------------------------
\199\ 96 is the average of the number of Form F-1s filed in 2000 and
  2001. 71% of these Form F-1s were paper filings.


                                Form F-2
------------------------------------------------------------------------
 
------------------------------------------------------------------------
71% x 4 filings \200\ = 3 filings affected
125 pages (including exhibits) per filing x 3 x $15 =.......      $5,625
Filing fees =...............................................        +450
                                                             -----------
                                                                  6,075
------------------------------------------------------------------------
\200\ Four is the average of the number of Form F-2s filed in 2000 and
  2001. 71% of these Form F-1s were paper filings.


                                Form F-3
------------------------------------------------------------------------
 
------------------------------------------------------------------------
77% x 158 filings \201\ = 122 filings affected
70 pages (including exhibits) per filing x 122 x $15 =......    $128,100
Filing fees =...............................................     +18,300
                                                             -----------
                                                                146,400
------------------------------------------------------------------------
\201\ 158 is the average of the Form F-3s filed in 2000 and 2001. 77% of
  these Form F-3s were paper filings.


                                Form F-4
------------------------------------------------------------------------
 
------------------------------------------------------------------------
78% x 238 filings \202\ = 186 filings affected
375 pages (including exhibits) per filing x 186 x $15 =.....  $1,046,250
Filing fees =...............................................     +27,900
                                                             -----------
                                                              1,074,150
------------------------------------------------------------------------
\202\ 238 is the average of the Form F-4s filed in 2000 and 2001. 78% of
  these Form F-4s were paper filings.


                               Schedule B
------------------------------------------------------------------------
 
------------------------------------------------------------------------
28 foreign governments x 150 pages (including exhibits) per      $63,000
 filing x $15 =.............................................
Filing fees =...............................................      +4,200
                                                             -----------
                                                                  67,200
------------------------------------------------------------------------


                                Form 18-K
------------------------------------------------------------------------
 
------------------------------------------------------------------------
24 filings x 500 pages (including exhibits) per filing x $15    $180,000
 =..........................................................
Filing fees =...............................................      +3,600
                                                             -----------
                                                                 183,600
 
------------------------------------------------------------------------

    We also expect the elimination of the ``English version or brief 
description'' option and the adoption of a limited English summary 
option to result in the following additional translation costs for a 
small percentage of foreign private issuers when filing their Form 
20Fs, Form 6Ks, and Form F-1s:

                                Form 20-F
------------------------------------------------------------------------
 
------------------------------------------------------------------------
13 additional pages to be translated per       $988 per filing
 filing x $76 per page \203\ =.

[[Page 36697]]

 
58 affected filings x $988 =.................  57,304
------------------------------------------------------------------------
\203\ The rate of $76 per page assumes that an outside firm performs 75%
  of the English translation work at a rate of $75 per page. The $75 per
  page rate is an average of English translation rates for different
  foreign language documents that attorneys representing foreign clients
  have stated are typical. The $76 per page rate also assumes that a
  company's in-house counsel performs 25% of the English translation
  work at a rate of $80 per hour. The $80 per hour rate derives from a
  median salary of $106,500 for a company associate or assistant general
  counsel in the New York City metropolitan area, according to the
  Report On Management & Professional Earnings in the Securities
  Industry, published by the SIA, October 2001. We have multiplied
  $106,500 by 1.35 to derive the annual cost to a company of employing
  an associate or assistant general counsel. We then have divided this
  annual cost ($143,775) by 1800 to derive a per hour cost of $80.
  Finally, we have added .75 x $75 and .25 x $80 to derive a blended
  rate of $76 per page.


                                Form 6-K
------------------------------------------------------------------------
 
------------------------------------------------------------------------
8 additional pages to be translated per filing x $76 per
 page = $608
367 affected filings x $608 =...............................    $223,136
------------------------------------------------------------------------


                                Form F-1
------------------------------------------------------------------------
 
------------------------------------------------------------------------
13 additional pages to be translated per filing x $76 per
 page = $988
5 affected filings x $988 =.................................      $4,940
Total above additional ``English translation'' costs =......     285,380
------------------------------------------------------------------------

    Based on the foregoing, we expect the amendments to result in 
approximately $8,037,005 of costs for most reporting foreign 
issuers.\204\ However, 19% of reporting foreign private issuers 
expected to be affected by the amendments may incur additional costs 
because of their lack of technical proficiency. If these foreign 
private issuers outsource most or all of the work required to prepare a 
document for EDGAR formatting to a financial printer or other filing 
agent, we expect that little to no additional costs will result.\205\
---------------------------------------------------------------------------

    \204\ This figure ($7,751,625 + $285,380) applies to the 81% of 
reporting foreign private issuers and all of the reporting foreign 
governments expected to be affected.
    \205\ See n. 193, above.
---------------------------------------------------------------------------

    However, many of these foreign private issuers may decide to 
perform some or all of the work required for preparing a document for 
EDGAR formatting and filing. These filers may also eventually choose to 
perform some of the tasks related to document printing and 
distribution. If so, they may incur significant additional charges 
associated with purchasing or upgrading computer hardware and software, 
subscribing to an Internet service provider, and hiring at least one 
technically proficient employee to assist in word processing, Internet, 
and EDGAR preparation tasks, as follows:

 
 
 
244 affected foreign private issuers x $1,000 to                $244,000
 purchase or upgrade a computer system \206\ =..........
244 x $240 \207\ to subscribe to an Internet service              58,560
 provider per year =....................................
244 x $60,372 \208\ the annual cost of employing a            14,730,768
 computer operator =....................................
                                                         ---------------
                                                             15,033,328
 
\206\ The $1,000 cost is based on suggested prices for basic computer
  systems stated in computer publications.
\207\ The $240 rate derives from a monthly rate of $20 for one year,
  which is typical of the subscription fees quoted for Internet service
  providers in computer publications.
\208\ According to the Report on Office Salaries in the Securities
  Industry, published by the SIA, in October 2001, the mean annual
  salary for a senior computer operator in the New York City
  metropolitan area is $44,720. We have multiplied this amount by 1.35
  to derive the cost to a company of employing a senior computer
  operator for a year.

    We do not expect each of the 244 affected foreign private issuers 
to incur all of the above additional costs. It is likely that many 
filers will choose to hire outside firms to handle some or most of the 
EDGAR preparation, formatting, transmission, and related tasks. 
Therefore, we expect the total costs of the amendments to be within the 
range of $8,037,005 \209\ to $23,070,333.\210\
---------------------------------------------------------------------------

    \209\ This amount assumes that the 19% of foreign private 
issuers lacking technical proficiency will outsource most or all of 
the EDGAR preparation, formatting, filing, and related tasks.
    \210\ This amount assumes that, in addition to the $8,037,005 of 
costs, the 19% of foreign private issuers lacking technical 
proficiency will incur the maximum of estimated additional costs of 
$15,033,328.
---------------------------------------------------------------------------

V. Promotion of Efficiency, Competition and Capital Formation Analysis

    Section 23(a)(2) of the Exchange Act requires the Commission, when 
adopting rules under the Exchange Act, to consider the anti-competitive 
effects of any rules it adopts. Furthermore, Section 2(b) of the 
Securities Act and Section 3(f) of the Exchange Act require the 
Commission, when engaging in rulemaking that requires it to consider or 
determine whether an action is necessary or appropriate in the public 
interest, to consider whether the action will promote efficiency, 
competition and capital formation.
    In the Proposing Release, we considered the amendments in light of 
the standards set forth in the above statutory sections. We solicited 
comment on whether, if adopted, the proposed amendments would result in 
any anti-competitive effects or promote efficiency, competition and 
capital formation. We further encouraged commenters to provide 
empirical data or other facts to support their views on any anti-
competitive effects or any burdens on efficiency, competition or 
capital formation that might result from adoption of the proposed 
amendments.\211\
---------------------------------------------------------------------------

    \211\ We also requested empirical information regarding the 
potential impact of the proposed amendments on the economy on an 
annual basis for purposes of the Small Business Regulatory 
Enforcement Fairness Act of 1996. We received no comment letters 
that addressed this issue.
---------------------------------------------------------------------------

    While several commenters stated that various aspects of the 
proposed amendments would result in excessive costs and impose undue 
burdens on foreign issuers, only one commenter specifically addressed 
whether the proposed rules would cause anti-competitive effects in the 
U.S. economy and its capital markets. According to this commenter, the 
proposed elimination of the English summary option and the proposed 
mandated EDGAR filing of most Form 6-K reports would result in 
additional costs for foreign issuers. Given the increased

[[Page 36698]]

competitiveness among global capital markets, these additional costs 
could cause foreign issuers to avoid obtaining financing and listing in 
U.S. capital markets. Consequently, participants in the U.S. financial 
community and U.S. investors would respectively lose financing and 
investment opportunities in these foreign companies.
    In response to this concern and others raised by commenters, we 
have revised the proposed rules to permit the use of an English summary 
for specified foreign language documents and the paper submission of a 
statutory report under cover of a Form 6-K in specified circumstances. 
Because of these changes, among others, the adopted amendments should 
not result in excessive costs or undue burdens on foreign issuers or 
cause them to avoid U.S. capital markets.
    The adopted amendments will enable investors and other interested 
parties to have the same access to financial and other material 
information about foreign issuers that have registered securities with 
the Commission as they currently enjoy with domestic reporting 
companies. By facilitating the more efficient transmission, retrieval, 
analysis and dissemination of information contained in foreign issuers' 
and related third party securities filings with the Commission, the 
adopted amendments will enhance an investor's ability to make an 
informed investment decision about a foreign issuer's securities. They 
also should increase the market access of a reporting foreign issuer's 
securities in the United States.
    In addition, the adopted amendments will subject foreign issuers to 
the same or substantially similar electronic filing costs shouldered by 
domestic issuers, thereby placing foreign issuers on a more equal 
footing, and encouraging competition with domestic issuers. We 
recognize that the adopted amendments may disparately impact some 
foreign issuers depending on their level of technological proficiency.

VI. Regulatory Flexibility Act Certification

    Under Section 605(b) of the Regulatory Flexibility Act,\212\ our 
Chairman certified that, when adopted, the proposed amendments would 
not have a significant economic impact on a substantial number of small 
entities. We attached this certification as Appendix A to the Proposing 
Release. While we encouraged written comments regarding this 
certification, none of the commenters responded to this request. Since 
the changes made to the proposed amendments will reduce the costs of 
the amendments for foreign issuers, the adopted amendments should 
lessen any economic impact on small entities.
---------------------------------------------------------------------------

    \212\ 5 U.S.C. 605(b).
---------------------------------------------------------------------------

VII. Statutory Basis and Text of Rule Amendments

    We are adopting Securities Act Rule 493b and the amendments to 
Securities Act Rule 403, the rescission of Regulation S-T Rule 601, the 
amendments to Regulation S-T Rules 100, 101, 303, 306 and 311, the 
amendments to Exchange Act Rule 12b-12, and the amendments to the 
Securities Act and Exchange Act forms, under the authority in Sections 
6, 7, 10 and 19(a) of the Securities Act,\213\ and Sections 3, 12, 13, 
14, 15(d), 23(a) and 35A of the Exchange Act.\214\ We are further 
adopting the amendment to Form F-X under Sections 304, 305, 307, 310 
and 319 of the Trust Indenture Act.\215\
---------------------------------------------------------------------------

    \213\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \214\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o(d), 78w, and 78ll.
    \215\ 15 U.S.C. 77ddd, 77eee, 77ggg, 77jjj and 77sss.
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List of Subjects in 17 CFR Parts 230, 232, 239, 240, 249, and 269

    Reporting and recordkeeping requirements, Securities.

Text of Rule Amendments

    In accordance with the foregoing, we are amending Title 17, Chapter 
II of the Code of Federal Regulations as follows.

PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933

    1. The authority citation for Part 230 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77b, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 
77s, 77sss, 77z-3, 78c, 78d, 78l, 78m, 78n, 78o, 78t, 78w, 78ll(d), 
78mm, 79t, 80a-8, 80a-24, 80a-28, 80a-29, 80a-30, and 80a-37, unless 
otherwise noted.
* * * * *

    2. Amend [sect] 230.403 by removing the authority citation 
following [sect] 230.403 and by revising paragraph (c) to read as 
follows:


[sect] 230.403  Requirements as to paper, printing, language and 
pagination.

* * * * *
    (c)(1) All Securities Act filings and submissions must be in the 
English language, except as otherwise provided by this section. If a 
registration statement or other filing requires the inclusion of a 
document that is in a foreign language, the filer must submit instead a 
fair and accurate English translation of the entire foreign language 
document, except as provided by paragraph (c)(3) of this section.
    (2) If a registration statement or other filing or submission 
subject to review by the Division of Corporation Finance requires the 
inclusion of a foreign language document as an exhibit or attachment, 
the filer must submit a fair and accurate English translation of the 
foreign language document if consisting of any of the following, or an 
amendment of any of the following:
    (i) Articles of incorporation, memoranda of association, bylaws, 
and other comparable documents, whether original or restated;
    (ii) Instruments defining the rights of security holders, including 
indentures qualified or to be qualified under the Trust Indenture Act 
of 1939;
    (iii) Voting agreements, including voting trust agreements;
    (iv) Contracts to which directors, officers, promoters, voting 
trustees or security holders named in a registration statement are 
parties;
    (v) Contracts upon which a filer's business is substantially 
dependent;
    (vi) Audited annual and interim consolidated financial information; 
and
    (vii) Any document that is or will be the subject of a confidential 
treatment request under [sect] 230.406 or [sect] 240.24b-2 of this 
chapter.
    (3)(i) A filer may submit an English summary instead of an English 
translation of a foreign language document as an exhibit or attachment 
to a filing subject to review by the Division of Corporation Finance as 
long as:
    (A) The foreign language document does not consist of any of the 
subject matter enumerated in paragraph (c)(2) of this section; or
    (B) The applicable form permits the use of an English summary.
    (ii) Any English summary submitted under paragraph (c)(3) of this 
section must:
    (A) Fairly and accurately summarize the terms of each material 
provision of the foreign language document; and
    (B) Fairly and accurately describe the terms that have been omitted 
or abridged.
    (4) When submitting an English summary or English translation of a 
foreign language document under this section, a filer must identify the 
submission as either an English summary or English translation. A filer 
may submit a copy of the unabridged foreign language document when 
including an English summary or English translation of a foreign 
language document in a filing. A filer must provide a copy of any 
foreign language document upon the request of Commission staff.

[[Page 36699]]

    (5) A Canadian issuer may file an exhibit or other part of a 
registration statement on Form F-7, F-8, F-9, F-10, or F-80 
([sect][sect] 239.37, 239.38, 239.39, 239.40, or 239.41 of this 
chapter), that contains text in both French and English if the issuer 
included the French text to comply with the requirements of the 
Canadian securities administrator or other Canadian authority and, for 
an electronic filing, if the filing is an HTML document, as defined in 
Regulation S-T Rule 11([sect] 232.11).
* * * * *

    3. Section 230.493 is revised to read as follows:


[sect] 230.493  Additional Schedule B disclosure and filing 
requirements.

    (a) The copy of the opinion or opinions of counsel required by 
paragraph (14) of Schedule B shall be filed either as a part of the 
registration statement as originally filed, or as an amendment to the 
registration statement.
    (b) A foreign government or political subdivision of a foreign 
government must file a registration statement submitted under Schedule 
B of the Act on the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) unless it has obtained a hardship exemption 
under [sect] 232.201 or [sect] 232.202 of this chapter (Regulation S-
T).
    (c) A foreign government or political subdivision must disclose in 
its Schedule B registration statement:
    (1) That the Commission maintains an Internet site that contains 
reports and other information regarding issuers that file 
electronically with the Commission; and
    (2) The address for the Commission Internet site (http://www.sec.gov). A foreign government or political subdivision filing on 
EDGAR is further encouraged to give its Internet address, if available.

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

    4. 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.


    5. Amend [sect] 232.100 by revising paragraphs (a) and (c) to read 
as follows:


[sect] 232.100  Persons and entities subject to mandated electronic 
filing.

* * * * *
    (a) Registrants whose filings are subject to review by the Division 
of Corporation Finance;
* * * * *
    (c) Any party (including natural persons) that files a document 
jointly with, or as a third party filer with respect to, a registrant 
that is subject to mandated electronic filing requirements.

    6. Amend [sect] 232.101:
    a. By designating the Note to paragraph (a)(1)(iii) as Note 1. and 
adding Note 2.;
    b. By removing the word ``and'' at the end of paragraph (a)(1)(iv);
    c. By removing the period at the end of paragraph (a)(1)(v) and in 
its place adding a semicolon;
    d. By adding paragraphs (a)(1)(vi), (a)(1)(vii) and (a)(1)(viii);
    e. By revising paragraphs (b)(1) and (b)(6);
    f. By adding paragraphs (b)(7), (b)(8), (b)(9), and (b)(10);
    g. By removing the period at the end of each of paragraphs (c)(5), 
(c)(6), and (c)(14) and in its place adding a semicolon;
    h. By revising paragraph (c)(9);
    i. By removing paragraph (c)(15);
    j. By redesignating paragraphs (c)(16) and (c)(17) as paragraphs 
(c)(15) and (c)(16);
    k. By adding the word ``and'' at the end of newly redesignated 
paragraph (c)(15);
    l. By removing the semicolon and the word ``and'' at the end of 
newly redesignated paragraph (c)(16) and adding a period in its place; 
and
    m. By removing paragraph (d).
    The additions and revisions read as follows:


[sect] 232.101  Mandated electronic submissions and exceptions.

    (a) * * *
    (1) * * *
    (iii) * * *
    Notes to Paragraph (a)(1)(iii).

    Note 1. * * *


    Note 2. Foreign private issuers must file or submit their Form 
6-K reports ([sect] 249.306 of this chapter) in electronic format, 
except as otherwise permitted by paragraphs (b)(1) and (b)(7) of 
this section.

* * * * *
    (vi) Form CB ([sect][sect] 239.800 and 249.480 of this chapter) 
filed or submitted under [sect] 230.801 or 230.802 of this chapter or 
[sect] 240.13e-4(h)(8), 240.14d-1(c), or 240.14e-2(d) of this chapter 
if the party filing or submitting the Form CB is subject to the 
reporting requirements of Section 13 or 15(d) of the Exchange Act (15 
U.S.C. 78m or 78o(d));
    (vii) Form F-X ([sect] 239.42 of this chapter) except as otherwise 
provided by [sect] 232.101(b)(9); and
    (viii) Form F-N ([sect] 239.43 of this chapter) filed by foreign 
banks and insurance companies and certain of their holding companies 
and finance subsidiaries under [sect] 230.489 of this chapter.
* * * * *
    (b) * * *
    (1) Annual reports to security holders furnished for the 
information of the Commission under [sect] 240.14a-3(c) of this chapter 
or [sect] 240.14c-3(b) of this chapter, under the requirements of Form 
10-K or Form 10-KSB ([sect][sect] 249.310 or 249.310b of this chapter) 
filed by registrants under Exchange Act Section 15(d) (15 U.S.C. 
78o(d)), or by foreign private issuers filed on Form 6-K ([sect] 
249.306 of this chapter) under [sect] 240.13a-16 of this chapter or 
[sect] 240.15d-16 of this chapter;
* * * * *
    (6) Periodic reports and reports with respect to distributions of 
primary obligations filed by:
    (i) The International Bank for Reconstruction and Development under 
Section 15(a) of the Bretton Woods Agreements Act (22 U.S.C. 286k-1(a)) 
and Part 285 of this chapter;
    (ii) The Inter-American Development Bank under Section 11(a) of the 
Inter-American Development Bank Act (22 U.S.C. 283h(a)) and Part 286 of 
this chapter;
    (iii) The Asian Development Bank under Section 11(a) of the Asian 
Development Bank Act (22 U.S.C. 285h(a)) and Part 287 of this chapter;
    (iv) The African Development Bank under Section 9(a) of the African 
Development Bank Act (22 U.S.C. 290i-9(a)) and Part 288 of this 
chapter;
    (v) The International Finance Corporation under Section 13(a) of 
the International Finance Corporation Act (22 U.S.C. 282k(a)) and Part 
289 of this chapter; and
    (vi) The European Bank for Reconstruction and Development under 
Section 9(a) of the European Bank for Reconstruction and Development 
Act (22 U.S.C. 290l-7(a)) and Part 290 of this chapter;
    (7) A report or other document submitted by a foreign private 
issuer under cover of Form 6-K ([sect] 249.306 of this chapter) that 
the issuer must furnish and make public under the laws of the 
jurisdiction in which the issuer is incorporated, domiciled or legally 
organized (the foreign private issuer's ``home country''), or under the 
rules of the home country exchange on which the issuer's securities are 
traded, as long

[[Page 36700]]

as the report or other document is not a press release, is not required 
to be and has not been distributed to the issuer's security holders, 
and, if discussing a material event, has already been the subject of a 
Form 6-K or other Commission filing or submission on EDGAR;
    (8) Form CB ([sect][sect] 239.800 and 249.480 of this chapter) if 
the party filing or submitting the Form CB is not subject to the 
reporting requirements of Section 13 or 15(d) of the Exchange Act (15 
U.S.C. 78m or 78o(d));
    (9) Form F-X ([sect] 239.42 of this chapter) if:
    (i) The party filing or submitting a Form CB ([sect][sect] 239.800 
and 249.480 of this chapter) is not subject to the reporting 
requirements of Section 13 or Section 15(d) of the Exchange Act (15 
U.S.C. 78m or 15 U.S.C. 78o(d)); or
    (ii) Filed by a Canadian issuer when qualifying an offering 
statement pursuant to the provisions of Regulation A ([sect][sect] 
230.251-230.263 of this chapter); and
    (10) Form 25 ([sect] 249.25 of this chapter).
* * * * *
    (c)(9) Exchange Act filings submitted to the Division of Market 
Regulation, except for Form 25 ([sect] 249.25 of this chapter).
* * * * *

    7. Amend [sect] 232.303 by revising paragraph (b) to read as 
follows:


[sect] 232.303  Incorporation by reference.

    (a) * * *
    (b) If a filer incorporates by reference into an electronic filing 
any portion of an annual or quarterly report to security holders, it 
must also file the portion of the annual or quarterly report to 
security holders in electronic format as an exhibit to the filing, as 
required by Regulation S-K Item 601(b)(13) ([sect] 229.601(b)(13) of 
this chapter) and Regulation S-B Item 601(b)(13) ([sect] 228.601(b)(13) 
of this chapter). If a foreign private issuer incorporates by reference 
into an electronic filing any portion of an annual or other report to 
security holders, or of a Form 6-K report ([sect] 249.306 of this 
chapter) filed or submitted in paper, it also must file the 
incorporated portion in electronic format as an exhibit to the filing. 
The requirements of this paragraph do not apply to incorporation by 
reference by an investment company from an annual or quarterly report 
to security holders.
    8. Amend [sect] 232.306:
    a. By revising paragraph (a);
    b. By removing the Note following paragraph (a);
    c. By redesignating paragraph (b) as paragraph (e); and
    d. By adding new paragraphs (b), (c), and (d).
    The additions and revisions read as follows:


[sect] 232.306  Foreign language documents and symbols.

    (a) All electronic filings and submissions must be in the English 
language, except as otherwise provided by paragraph (d) of this 
section. If a filing or submission requires the inclusion of a document 
that is in a foreign language, a party must submit instead a fair and 
accurate English translation of the foreign language document in 
accordance with [sect] 230.403(c) or [sect] 240.12b-12(d) of this 
chapter, except as otherwise provided by paragraph (c) of this section. 
Alternatively, if the foreign language document is an exhibit or 
attachment to a filing or submission subject to review by the Division 
of Corporation Finance, a party may provide a fair and accurate English 
summary of the foreign language document if permitted by [sect] 
230.403(c)(3) or [sect] 240.12b-12(d)(3) of this chapter.
    (b) When including an English summary or English translation of a 
foreign language document in an electronic filing or submission, a 
party may also submit a copy of the unabridged foreign language 
document in paper under cover of Form SE ([sect][sect] 239.64, 249.444, 
259.603, 269.8, and 274.403 of this chapter) in accordance with [sect] 
232.311 of this chapter. A filer must provide a copy of any foreign 
language document upon the request of Commission staff.
    (c) A foreign government or its political subdivision must 
electronically file a fair and accurate English translation, if 
available, of its latest annual budget as presented to its legislative 
body, as Exhibit B to Form 18 ([sect] 249.218 of this chapter) or 
Exhibit (c) to Form 18-K ([sect] 249.318 of this chapter). If no 
English translation is available, a foreign government or political 
subdivision must submit a copy of the foreign language version of its 
latest annual budget in paper under cover of Form SE ([sect][sect] 
239.64, 249.444, 259.603, 269.8, and 274.403 of this chapter).
    (d) A Canadian issuer may file an HTML document, as defined in 
[sect] 232.11 of this chapter, that contains text in both French and 
English if the issuer included the French text to comply with the 
requirements of the Canadian securities administrator or other Canadian 
authority, and the French text is in an exhibit to or part of:
    (1) A registration statement on Form F-7, F-8, F-9, F-10, or F-80 
([sect][sect] 239.37, 239.38, 239.39, 239.40, and 239.41 of this 
chapter);
    (2) A registration statement or annual report on Form 40-F ([sect] 
249.240f of this chapter); or
    (3) A Schedule 13E-4F ([sect] 240.13e-102 of this chapter), 
Schedule 14D-1F ([sect] 240.14d-102), or Schedule 14D-9F ([sect] 
240.14d-103).
* * * * *

    9. Amend [sect] 232.311 by redesignating paragraphs (f), (g) and 
(h) as paragraphs (h), (i) and (j) and by adding new paragraphs (f) and 
(g) to read as follows:


[sect] 232.311  Documents submitted in paper under cover of Form SE.

* * * * *
    (f) A party may submit a copy of an unabridged foreign language 
document in paper under cover of Form SE if the electronic filing or 
submission includes an English summary or English translation of the 
foreign language document in accordance with [sect] 232.306(b) or if 
permitted by the applicable form.
    (g) A foreign government or political subdivision that is not 
filing in electronic format an English translation of its latest annual 
budget submitted as Exhibit B to Form 18 ([sect] 249.218 of this 
chapter) or Exhibit (c) to Form 18-K ([sect] 249.318 of this chapter) 
must file a copy of the foreign language version of its latest annual 
budget in paper under cover of Form SE in accordance with [sect] 
232.306(c) of this chapter.
* * * * *


[sect] 232.601  [Removed and Reserved]

    10. [sect] 232.601 is removed and reserved.

PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933

    11. The authority citation for Part 239 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c, 
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j, 
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-29, 80a-30 and 80a-37, 
unless otherwise noted.
* * * * *

    12. Amend Form F-1 (referenced in [sect] 239.31), General 
Instructions II., by adding paragraphs C. and D. to read as follows:

(Note: The text of Form F-1 does not and the amendment will not 
appear in the Code of Federal Regulations.)

OMB Approval
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[[Page 36701]]

Securities and Exchange Commission, Washington, D.C. 20549

Form F-1--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the Form F-1 registration statement in 
electronic format via the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set 
forth in Regulation S-T (17 CFR Part 232), except that a registrant 
that has obtained a hardship exception under Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202) may file the registration 
statement in paper. For assistance with technical questions about 
EDGAR or to request an access code, call the EDGAR Filer Support 
Office at (202) 942-8900. For assistance with questions about the 
EDGAR rules, call the Office of EDGAR and Information Analysis at 
(202) 942-2940.
    D. The Form F-1 registration statement must be in the English 
language, as required by Regulation S-T Rule 306 (17 CFR 232.306) 
for electronic filings and Securities Act Rule 403(c) (17 CFR 
230.403(c)), generally. If the registration statement requires the 
inclusion, as an exhibit or attachment, of a document that is in a 
foreign language, the registrant must provide instead either an 
English translation or an English summary of the foreign language 
document in accordance with Securities Act Rule 403(c) (17 CFR 
230.403(c)) for both electronic and paper filings. The registrant 
may submit a copy of the unabridged foreign language document along 
with the English translation or English summary as permitted by 
Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for electronic 
filings or by Securities Act Rule 403(c)(4) (17 CFR 230.403(c)(4)) 
for paper filings.
* * * * *

    13. Amend Form F-2 (referenced in [sect] 239.32), General 
Instructions II., by adding paragraphs C. and D. to read as follows:

(Note: The text of Form F-2 does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Securities and Exchange Commission, Washington, D.C. 20549

Form F-2--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the Form F-2 registration statement in 
electronic format via the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set 
forth in Regulation S-T (17 CFR Part 232), except that a registrant 
that has obtained a hardship exception under Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202) may file the registration 
statement in paper. For assistance with technical questions about 
EDGAR or to request an access code, call the EDGAR Filer Support 
Office at (202) 942-8900. For assistance with questions about the 
EDGAR rules, call the Office of EDGAR and Information Analysis at 
(202) 942-2940.
    D. The Form F-2 registration statement must be in the English 
language, as required by Regulation S-T Rule 306 (17 CFR 232.306) 
for electronic filings and Securities Act Rule 403(c) (17 CFR 
230.403(c)), generally. If the registration statement requires the 
inclusion, as an exhibit or attachment, of a document that is in a 
foreign language, the registrant must provide instead either an 
English translation or an English summary of the foreign language 
document in accordance with Securities Act Rule 403(c) (17 CFR 
230.403(c)) for both electronic and paper filings. The registrant 
may submit a copy of the unabridged foreign language document along 
with the English translation or English summary as permitted by 
Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for electronic 
filings or by Securities Act Rule 403(c)(4) (17 CFR 230.403(c)(4)) 
for paper filings.
* * * * *

    14. Amend Form F-3 (referenced in [sect] 239.33), General 
Instructions II., by adding paragraphs D. and E. to read as follows:

(Note: The text of Form F-3 does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Securities and Exchange Commission

Form F-3--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    D. A registrant must file the Form F-3 registration statement in 
electronic format via the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set 
forth in Regulation S-T (17 CFR Part 232), except that a registrant 
that has obtained a hardship exception under Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202) may file the registration 
statement in paper. For assistance with technical questions about 
EDGAR or to request an access code, call the EDGAR Filer Support 
Office at (202) 942-8900. For assistance with questions about the 
EDGAR rules, call the Office of EDGAR and Information Analysis at 
(202) 942-2940.
    E. The Form F-3 registration statement must be in the English 
language, as required by Regulation S-T Rule 306 (17 CFR 232.306) 
for electronic filings and Securities Act Rule 403(c) (17 CFR 
230.403(c)), generally. If the registration statement requires the 
inclusion, as an exhibit or attachment, of a document that is in a 
foreign language, the registrant must provide instead either an 
English translation or an English summary of the foreign language 
document in accordance with Securities Act Rule 403(c) (17 CFR 
230.403(c)) for both electronic and paper filings. The registrant 
may submit a copy of the unabridged foreign language document along 
with the English translation or English summary as permitted by 
Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for electronic 
filings or by Securities Act Rule 403(c)(4) (17 CFR 230.403(c)(4)) 
for paper filings.
* * * * *

    15. Amend Form F-4 (referenced in [sect] 239.34), General 
Instructions D., by adding paragraphs 4. and 5. to read as follows:

(Note: The text of Form F-4 does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Securities and Exchange Commission, Washington D.C. 20549

F-4--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

D. Application of General Rules and Regulations

* * * * *
    4. A registrant must file the Form F-4 registration statement in 
electronic format via the Commission's Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set 
forth in Regulation S-T (17 CFR Part 232), except that a registrant 
that has obtained a hardship exception under Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202) may file the registration 
statement in paper. For assistance with technical questions about 
EDGAR or to request an access code, call the EDGAR Filer Support 
Office at (202) 942-8900. For assistance with questions about the 
EDGAR rules, call the Office of EDGAR and Information Analysis at 
(202) 942-2940.
    5. The Form F-4 registration statement must be in the English 
language, as required by Regulation S-T Rule 306 (17 CFR 232.306) 
for electronic filings and Securities Act Rule 403(c) (17 CFR 
230.403(c)), generally. If the registration statement requires the 
inclusion, as an exhibit or attachment, of a document that is in a 
foreign language, the registrant must provide instead either an 
English

[[Page 36702]]

translation or an English summary of the foreign language document 
in accordance with Securities Act Rule 403(c) (17 CFR 230.403(c)) 
for both electronic and paper filings. The registrant may submit a 
copy of the unabridged foreign language document along with the 
English translation or English summary as permitted by Regulation S-
T Rule 306(b) (17 CFR 232.306(b)) for electronic filings or by 
Securities Act Rule 403(c)(4) (17 CFR 230.403(c)(4)) for paper 
filings.
* * * * *

    16. Amend Form F-6 (referenced in [sect] 239.36), General 
Instructions III, by revising paragraph C. to read as follows:

(Note: The text of Form F-6 does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Form F-6--Registration Statement Under the Securities Act of 1933 for 
Depositary Shares Evidenced by American Depositary Receipts

* * * * *

General Instructions

* * * * *

III. Application of General Rules and Regulations

* * * * *
    C. You must file the Form F-6 registration statement in 
electronic format via the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR 
rules set forth in Regulation S-T (17 CFR Part 232). For assistance 
with technical questions about EDGAR or to request an access code, 
call the EDGAR Filer Support Office at (202) 942-8900. For 
assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    If filing the registration statement in paper under a hardship 
exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or 
232.202), or as otherwise permitted, you must file the number of 
copies of the registration statement and of each amendment required 
by Securities Act Rules 402 and 472 (17 CFR 230.402 and 230.472), 
except that you need only file three additional copies instead of 
the ten referred to in Rule 402(b) (17 CFR 230.402(b)). You may also 
file only three additional copies instead of the eight referred to 
in Securities Act Rule 472(a) (17 CFR 230.472(a)).
* * * * *

    17. Amend Form F-7 (referenced in [sect] 239.37), General 
Instructions II, by revising paragraphs C., E., G., and H. to read as 
follows:

(Note: The text of Form F-7 does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Securities and Exchange Commission, Washington D.C. 20549

Form F-7--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in 
electronic format via the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR 
rules set forth in Regulation S-T (17 CFR Part 232). For assistance 
with technical questions about EDGAR or to request an access code, 
call the EDGAR Filer Support Office at (202) 942-8900. For 
assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    If filing the registration statement in paper under a hardship 
exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or 
232.202), or as otherwise permitted, a registrant must file with the 
Commission at its principal office five copies of the complete 
registration statement and any amendments, including exhibits and 
all other documents filed as a part of the registration statement or 
amendment. The registrant must bind, staple or otherwise compile 
each copy in one or more parts without stiff covers. The registrant 
must further bind the registration statement or amendment on the 
side or stitching margin in a manner that leaves the reading matter 
legible. The registrant must provide three additional copies of the 
registration statement or amendment without exhibits to the 
Commission.
* * * * *
    E. An electronic filer must provide the signatures required for 
the registration statement or amendment in accordance with 
Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in 
paper must have at least one copy of the registration statement or 
amendment signed in accordance with Securities Act Rule 402(e) (17 
CFR 230.402(e)) by the persons whose signatures are required for 
this registration statement. A registrant must also conform the 
unsigned copies.
* * * * *
    G. A registrant must file the registration statement or 
amendment in electronic format in the English language in accordance 
with Regulation S-T Rule 306 (17 CFR 232.306). A registrant may file 
part of the prospectus or exhibit or other attachment to the 
registration statement or amendment in both French and English if it 
included the French text to comply with the requirements of the 
Canadian securities administrator or other Canadian authority and, 
for an electronic filing, if the filing is an HTML document, as 
defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an 
electronic filing and a paper filing, a registrant may provide an 
English translation or English summary of a foreign language 
document as an exhibit or other attachment to the registration 
statement or amendment as permitted by the rules of the applicable 
Canadian securities administrator.
    H. For a paper filing, one signed original of the registration 
statement or amendment must be numbered sequentially (in addition to 
any internal numbering that otherwise may be present) by 
handwritten, typed, printed or other legible form of notation from 
the first page through the last page of the registration statement 
or amendment, including any exhibits or attachments. A paper filer 
must disclose the total number of pages on the first page of the 
sequentially numbered registration statement or amendment.
* * * * *

    18. Amend Form F-8 (referenced in [sect] 239.38), General 
Instructions IV, by revising paragraphs C., E., I., and J. to read as 
follows:

(Note: The text of Form F-8 does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Securities and Exchange Commission, Washington D.C. 20549

Form F-8--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

IV. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in 
electronic format via the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR 
rules set forth in Regulation S-T (17 CFR Part 232). For assistance 
with technical questions about EDGAR or to request an access code, 
call the EDGAR Filer Support Office at (202) 942-8900. For 
assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    If filing the registration statement in paper under a hardship 
exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or 
232.202), or as otherwise permitted, a registrant must file with the 
Commission at its principal office five copies of the complete 
registration statement and any amendments, including exhibits and 
all other documents filed as a part of the registration statement or 
amendment. The registrant must bind, staple or otherwise compile 
each copy in one or more parts without stiff covers. The registrant 
must further bind the registration statement or amendment on the 
side or stitching margin in a manner that leaves the reading matter 
legible. The registrant must provide three additional copies of the

[[Page 36703]]

registration statement or amendment without exhibits to the 
Commission.
* * * * *
    E. An electronic filer must provide the signatures required for 
the registration statement or amendment in accordance with 
Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in 
paper must have at least one copy of the registration statement or 
amendment signed in accordance with Securities Act Rule 402(e) (17 
CFR 230.402(e)) by the persons whose signatures are required for 
this registration statement. A registrant must also conform the 
unsigned copies.
* * * * *
    I. A registrant must file the registration statement or 
amendment in electronic format in the English language in accordance 
with Regulation S-T Rule 306 (17 CFR 232.306). A registrant may file 
part of the prospectus or exhibit or other attachment to the 
registration statement or amendment in both French and English if it 
included the French text to comply with the requirements of the 
Canadian securities administrator or other Canadian authority and, 
for an electronic filing, if the filing is an HTML document, as 
defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an 
electronic filing and a paper filing, a registrant may provide an 
English translation or English summary of a foreign language 
document as an exhibit or other attachment to the registration 
statement or amendment as permitted by the rules of the applicable 
Canadian securities administrator.
    J. A paper filer must number sequentially one signed original of 
the registration statement or amendment (in addition to any internal 
numbering that otherwise may be present) by handwritten, typed, 
printed or other legible form of notation from the first page 
through the last page of the registration statement or amendment, 
including any exhibits or attachments. A paper filer must disclose 
the total number of pages on the first page of the sequentially 
numbered registration statement or amendment.
* * * * *

    19. Amend Form F-9 (referenced in [sect] 239.39), General 
Instructions II, by revising paragraphs D., F., I., and J. to read as 
follows:

(Note: The text of Form F-9 does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Securities and Exchange Commission Washington D.C. 20549

Form F-9--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    D. A registrant must file the registration statement in 
electronic format via the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR 
rules set forth in Regulation S-T (17 CFR Part 232). For assistance 
with technical questions about EDGAR or to request an access code, 
call the EDGAR Filer Support Office at (202) 942-8900. For 
assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    If filing the registration statement in paper under a hardship 
exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or 
232.202), or as otherwise permitted, a registrant must file with the 
Commission at its principal office five copies of the complete 
registration statement and any amendments, including exhibits and 
all other documents filed as a part of the registration statement or 
amendment. The registrant must bind, staple or otherwise compile 
each copy in one or more parts without stiff covers. The registrant 
must further bind the registration statement or amendment on the 
side or stitching margin in a manner that leaves the reading matter 
legible. The registrant must provide three additional copies of the 
registration statement or amendment without exhibits to the 
Commission.
* * * * *
    F. An electronic filer must provide the signatures required for 
the registration statement or amendment in accordance with 
Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in 
paper must have at least one copy of the registration statement or 
amendment signed in accordance with Securities Act Rule 402(e) (17 
CFR 230.402(e)) by the persons whose signatures are required for 
this registration statement. A registrant must also conform the 
unsigned copies.
* * * * *
    I. A registrant must file the registration statement or 
amendment in electronic format in the English language in accordance 
with Regulation S-T Rule 306 (17 CFR 232.306). A registrant may file 
part of the prospectus or exhibit or other attachment to the 
registration statement or amendment in both French and English if it 
included the French text to comply with the requirements of the 
Canadian securities administrator or other Canadian authority and, 
for an electronic filing, if the filing is an HTML document, as 
defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an 
electronic filing and a paper filing, a registrant may provide an 
English translation or English summary of a foreign language 
document as an exhibit or other attachment to the registration 
statement or amendment as permitted by the rules of the applicable 
Canadian securities administrator.
    J. A paper filer must number sequentially one signed original of 
the registration statement or amendment (in addition to any internal 
numbering that otherwise may be present) by handwritten, typed, 
printed or other legible form of notation from the first page 
through the last page of the registration statement or amendment, 
including any exhibits or attachments. A paper filer must disclose 
the total number of pages on the first page of the sequentially 
numbered registration statement or amendment.
* * * * *

    20. Amend Form F-10 (referenced in [sect] 239.40), General 
Instructions II, by revising paragraphs D., F., J., and K. to read as 
follows:

(Note: The text of Form F-10 does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Securities and Exchange Commission Washington D.C. 20549

Form F-10--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

II. Application of General Rules and Regulations

* * * * *
    D. A registrant must file the registration statement in 
electronic format via the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR 
rules set forth in Regulation S-T (17 CFR Part 232). For assistance 
with technical questions about EDGAR or to request an access code, 
call the EDGAR Filer Support Office at (202) 942-8900. For 
assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    If filing the registration statement in paper under a hardship 
exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or 
232.202), or as otherwise permitted, a registrant must file with the 
Commission at its principal office five copies of the complete 
registration statement and any amendments, including exhibits and 
all other documents filed as a part of the registration statement or 
amendment. The registrant must bind, staple or otherwise compile 
each copy in one or more parts without stiff covers. The registrant 
must further bind the registration statement or amendment on the 
side or stitching margin in a manner that leaves the reading matter 
legible. The registrant must provide three additional copies of the 
registration statement or amendment without exhibits to the 
Commission.
* * * * *
    F. An electronic filer must provide the signatures required for 
the registration statement or amendment in accordance with 
Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in 
paper must have at least one copy of the registration statement or 
amendment signed in accordance with Securities Act Rule 402(e) (17 
CFR 230.402(e)) by the persons whose signatures are required for 
this registration statement. A registrant must also conform the 
unsigned copies.
* * * * *
    J. A registrant must file the registration statement or 
amendment in electronic format

[[Page 36704]]

in the English language in accordance with Regulation S-T Rule 306 
(17 CFR 232.306). A registrant may file part of the prospectus or 
exhibit or other attachment to the registration statement or 
amendment in both French and English if it included the French text 
to comply with the requirements of the Canadian securities 
administrator or other Canadian authority and, for an electronic 
filing, if the filing is an HTML document, as defined in Regulation 
S-T Rule 11 (17 CFR 232.11). For both an electronic filing and a 
paper filing, a registrant may provide an English translation or 
English summary of a foreign language document as an exhibit or 
other attachment to the registration statement or amendment as 
permitted by the rules of the applicable Canadian securities 
administrator.
    K. A paper filer must number sequentially one signed original of 
the registration statement or amendment (in addition to any internal 
numbering that otherwise may be present) by handwritten, typed, 
printed or other legible form of notation from the first page 
through the last page of the registration statement or amendment, 
including any exhibits or attachments. A paper filer must disclose 
the total number of pages on the first page of the sequentially 
numbered registration statement or amendment.
* * * * *
    21. Amend Form F-80 (referenced in [sect] 239.41), General 
Instructions IV, by revising paragraphs C., E., I., and J. to read as 
follows:

(Note: The text of Form F-80 does not and the amendments will not 
appear in the Code of Federal Regulations.)

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Securities and Exchange Commission Washington D.C. 20549

Form F-80--Registration Statement Under the Securities Act of 1933

* * * * *

General Instructions

* * * * *

IV. Application of General Rules and Regulations

* * * * *
    C. A registrant must file the registration statement in 
electronic format via the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR 
rules set forth in Regulation S-T (17 CFR Part 232). For assistance 
with technical questions about EDGAR or to request an access code, 
call the EDGAR Filer Support Office at (202) 942-8900. For 
assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    If filing the registration statement in paper under a hardship 
exemption in Rule 201 or 202 of Regulation S-T (17 CFR 232.201 or 
232.202), or as otherwise permitted, a registrant must file with the 
Commission at its principal office five copies of the complete 
registration statement and any amendments, including exhibits and 
all other documents filed as a part of the registration statement or 
amendment. The registrant must bind, staple or otherwise compile 
each copy in one or more parts without stiff covers. The registrant 
must further bind the registration statement or amendment on the 
side or stitching margin in a manner that leaves the reading matter 
legible. The registrant must provide three additional copies of the 
registration statement or amendment without exhibits to the 
Commission.
* * * * *
    E. An electronic filer must provide the signatures required for 
the registration statement or amendment in accordance with 
Regulation S-T Rule 302 (17 CFR 232.302). A registrant filing in 
paper must have at least one copy of the registration statement or 
amendment signed in accordance with Securities Act Rule 402(e) (17 
CFR 230.402(e)) by the persons whose signatures are required for 
this registration statement. A registrant must also conform the 
unsigned copies.
* * * * *
    I. A registrant must file the registration statement or 
amendment in electronic format in the English language in accordance 
with Regulation S-T Rule 306 (17 CFR 232.306). A registrant may file 
part of the prospectus or exhibit or other attachment to the 
registration statement or amendment in both French and English if it 
included the French text to comply with the requirements of the 
Canadian securities administrator or other Canadian authority and, 
for an electronic filing, if the filing is an HTML document, as 
defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an 
electronic filing and a paper filing, a registrant may provide an 
English translation or English summary of a foreign language 
document as an exhibit or other attachment to the registration 
statement or amendment as permitted by the rules of the applicable 
Canadian securities administrator.
    J. A paper filer must number sequentially one signed original of 
the registration statement or amendment (in addition to any internal 
numbering that otherwise may be present) by handwritten, typed, 
printed or other legible form of notation from the first page 
through the last page of the registration statement or amendment, 
including any exhibits or attachments. A paper filer must disclose 
the total number of pages on the first page of the sequentially 
numbered registration statement or amendment.
* * * * *

PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 
1934

    22. The authority citation for Part 240 continues to read in part 
as follows:

    Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77z-3, 
77eee, 77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78e, 78f, 78g, 78i, 
78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 
78w, 78x, 78ll, 78mm, 79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-
3, 80b-4 and 80b-11, unless otherwise noted.
* * * * *

    23. Amend [sect] 240.12b-12 by removing the authority citation 
following [sect] 240.12b-12 and by revising paragraph (d) to read as 
follows:


[sect] 240.12b-12  Requirements as to paper, printing and language.

* * * * *
    (d)(1) All Exchange Act filings and submissions must be in the 
English language, except as otherwise provided by this section. If a 
filing or submission requires the inclusion of a document that is in a 
foreign language, a party must submit instead a fair and accurate 
English translation of the entire foreign language document, except as 
provided by paragraph (d)(3) of this section.
    (2) If a filing or submission subject to review by the Division of 
Corporation Finance requires the inclusion of a foreign language 
document as an exhibit or attachment, a party must submit a fair and 
accurate English translation of the foreign language document if 
consisting of any of the following, or an amendment of any of the 
following:
    (i) Articles of incorporation, memoranda of association, bylaws, 
and other comparable documents, whether original or restated;
    (ii) Instruments defining the rights of security holders, including 
indentures qualified or to be qualified under the Trust Indenture Act 
of 1939;
    (iii) Voting agreements, including voting trust agreements;
    (iv) Contracts to which directors, officers, promoters, voting 
trustees or security holders named in a registration statement, report 
or other document are parties;
    (v) Contracts upon which a filer's business is substantially 
dependent;
    (vi) Audited annual and interim consolidated financial information; 
and
    (vii) Any document that is or will be the subject of a confidential 
treatment request under [sect] 240.24b-2 or [sect] 230.406 of this 
chapter.
    (3)(i) A party may submit an English summary instead of an English 
translation of a foreign language document as an exhibit or attachment 
to a filing or submission subject to review by the Division of 
Corporation Finance, as long as:
    (A) The foreign language document does not consist of any of the 
subject matter enumerated in paragraph (d)(2) of this section; or
    (B) The applicable form permits the use of an English summary.
    (ii) Any English summary submitted under paragraph (d)(3) of this 
section must:

[[Page 36705]]

    (A) Fairly and accurately summarize the terms of each material 
provision of the foreign language document; and
    (B) Fairly and accurately describe the terms that have been omitted 
or abridged.
    (4) When submitting an English summary or English translation of a 
foreign language document under this section, a party must identify the 
submission as either an English summary or English translation. A party 
may submit a copy of the unabridged foreign language document when 
including an English summary or English translation of a foreign 
language document in a filing or submission. A party must provide a 
copy of any foreign language document upon the request of Commission 
staff.
    (5) A foreign government or its political subdivision must provide 
a fair and accurate English translation of its latest annual budget 
submitted as Exhibit B to Form 18 ([sect] 249.218 of this chapter) or 
Exhibit (c) to Form 18-K ([sect] 249.318 of this chapter) only if one 
is available. If no English translation is available, a filer must 
provide a copy of the foreign language version of its latest annual 
budget as an exhibit.
    (6) A Canadian issuer may file an exhibit, attachment or other part 
of a Form 40-F registration statement or annual report ([sect] 249.240f 
of this chapter), Schedule 13E-4F ([sect] 240.13e-102), Schedule 14D-1F 
([sect] 240.14d-102), or Schedule 14D-9F ([sect] 240.14d-103), that 
contains text in both French and English if the issuer included the 
French text to comply with the requirements of the Canadian securities 
administrator or other Canadian authority and, for an electronic 
filing, if the filing is an HTML document, as defined in Regulation S-T 
Rule 11 (17 CFR 232.11).
* * * * *

    24. Amend [sect] 240.13e-102 by revising paragraphs A., B., E., and 
F. of General Instructions II of Schedule 13E-4F to read as follows:


[sect] 240.13e-102  Schedule 13E-4F. Tender offer statement pursuant to 
section 13(e)(1) of the Securities Exchange Act of 1934 and [sect] 
240.13-4 thereunder.

* * * * *

General Instructions

* * * * *

II. Filing Instructions and Fees

    A.(1) The issuer must file this Schedule and any amendment to 
the Schedule (see Part I, Item 1.(b)), including all exhibits and 
other documents filed as part of the Schedule or amendment, in 
electronic format via the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR 
rules set forth in Regulation S-T (17 CFR Part 232). For assistance 
with technical questions about EDGAR or to request an access code, 
call the EDGAR Filer Support Office at (202) 942-8900. For 
assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    (2) If filing the Schedule in paper under a hardship exemption 
in 17 CFR 232.201 or 232.202 of Regulation S-T, or as otherwise 
permitted, the issuer must file with the Commission at its principal 
office five copies of the complete Schedule and any amendment, 
including exhibits and all other documents filed as a part of the 
Schedule or amendment. The issuer must bind, staple or otherwise 
compile each copy in one or more parts without stiff covers. The 
issuer must further bind the Schedule or amendment on the side or 
stitching margin in a manner that leaves the reading matter legible. 
The issuer must provide three additional copies of the Schedule or 
amendment without exhibits to the Commission.
    B. An electronic filer must provide the signatures required for 
the Schedule or amendment in accordance with 17 CFR 232.302 of 
Regulation S-T. An issuer filing in paper must have the original and 
at least one copy of the Schedule and any amendment signed in 
accordance with Exchange Act Rule 12b-11(d) (17 CFR 12b-11(d)) by 
the persons whose signatures are required for this Schedule or 
amendment. The issuer must also conform the unsigned copies.
* * * * *
    E. The issuer must file the Schedule or amendment in electronic 
format in the English language in accordance with 17 CFR 232.306 of 
Regulation S-T. The issuer may file part of the Schedule or 
amendment, or exhibit or other attachment to the Schedule or 
amendment, in both French and English if the issuer included the 
French text to comply with the requirements of the Canadian 
securities administrator or other Canadian authority and, for an 
electronic filing, if the filing is an HTML document, as defined in 
17 CFR 232.11 of Regulation S-T. For both an electronic filing and a 
paper filing, the issuer may provide an English translation or 
English summary of a foreign language document as an exhibit or 
other attachment to the Schedule or amendment as permitted by the 
rules of the applicable Canadian securities administrator.
    F. A paper filer must number sequentially the signed original of 
the Schedule or amendment (in addition to any internal numbering 
that otherwise may be present) by handwritten, typed, printed or 
other legible form of notation from the first page through the last 
page of the Schedule or amendment, including any exhibits or 
attachments. A paper filer must disclose the total number of pages 
on the first page of the sequentially numbered Schedule or 
amendment.
* * * * *

    25. Amend [sect] 240.14d-102 by revising paragraphs A., B., E., and 
F. of General Instructions II of Schedule 14D-1F to read as follows:


[sect] 240.14d-102  Schedule 14D-1F. Tender offer statement pursuant to 
rule 14d-1(b) under the Securities Exchange Act of 1934.

* * * * *

General Instructions

* * * * *

II. Filing Instructions and Fees

    A.(1) The bidder must file this Schedule and any amendment to 
the Schedule (see Part I, Item 1.(b)), including all exhibits and 
other documents filed as part of the Schedule or amendment, in 
electronic format via the Commission's Electronic Data Gathering, 
Analysis, and Retrieval (EDGAR) system in accordance with the EDGAR 
rules set forth in Regulation S-T (17 CFR Part 232). For assistance 
with technical questions about EDGAR or to request an access code, 
call the EDGAR Filer Support Office at (202) 942-8900. For 
assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    (2) If filing the Schedule in paper under a hardship exemption 
in 17 CFR 232.201 or 232.202 of Regulation S-T, or as otherwise 
permitted, the bidder must file with the Commission at its principal 
office five copies of the complete Schedule and any amendment, 
including exhibits and all other documents filed as a part of the 
Schedule or amendment. The bidder must bind, staple or otherwise 
compile each copy in one or more parts without stiff covers. The 
bidder must further bind the Schedule or amendment on the side or 
stitching margin in a manner that leaves the reading matter legible. 
The bidder must provide three additional copies of the Schedule or 
amendment without exhibits to the Commission.
    B. An electronic filer must provide the signatures required for 
the Schedule or amendment in accordance with 17 CFR 232.302 of 
Regulation S-T. A bidder filing in paper must have the original and 
at least one copy of the Schedule and any amendment signed in 
accordance with Exchange Act Rule 12b-11(d) (17 CFR 12b-11(d)) by 
the persons whose signatures are required for this Schedule or 
amendment. The bidder must also conform the unsigned copies.
* * * * *
    E. The bidder must file the Schedule or amendment in electronic 
format in the English language in accordance with 17 CFR 232.306 of 
Regulation S-T. The bidder may file part of the Schedule or 
amendment, or exhibit or other attachment to the Schedule or 
amendment, in both French and English if the bidder included the 
French text to comply with the requirements of the Canadian 
securities administrator or other Canadian authority and, for an 
electronic filing, if the filing is an HTML document, as defined in 
17 CFR 232.11 of Regulation S-T. For both an electronic filing and a 
paper filing, the bidder may provide an English translation or 
English summary of a foreign language document as an exhibit or 
other attachment to the Schedule or amendment as permitted by the 
rules of the applicable Canadian securities administrator.
    F. A paper filer must number sequentially the signed original of 
the Schedule or amendment (in addition to any internal

[[Page 36706]]

numbering that otherwise may be present) by handwritten, typed, 
printed or other legible form of notation from the first page 
through the last page of the Schedule or amendment, including any 
exhibits or attachments. A paper filer must disclose the total 
number of pages on the first page of the sequentially numbered 
Schedule or amendment.
* * * * *

    26. Amend [sect] 240.14d-103 by revising General Instructions II of 
Schedule 14D-9F to read as follows:


[sect] 240.14d-103  Schedule 14D-9F. Solicitation/recommendation 
statement pursuant to section 14(d)(4) of the Securities Exchange Act 
of 1934 and rules 14d-1(b) and 14e-2(c) thereunder.

* * * * *

General Instructions

* * * * *

II. Filing Instructions

    A.(1) The subject issuer must file this Schedule and any 
amendment to the Schedule (see Part I, Item 1.(b)), including all 
exhibits and other documents filed as part of the Schedule or 
amendment, in electronic format via the Commission's Electronic Data 
Gathering, Analysis, and Retrieval (EDGAR) system in accordance with 
the EDGAR rules set forth in Regulation S-T (17 CFR Part 232). For 
assistance with technical questions about EDGAR or to request an 
access code, call the EDGAR Filer Support Office at (202) 942-8900. 
For assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    (2) If filing the Schedule in paper under a hardship exemption 
in 17 CFR 232.201 or 232.202 of Regulation S-T, or as otherwise 
permitted, the subject issuer must file with the Commission at its 
principal office five copies of the complete Schedule and any 
amendment, including exhibits and all other documents filed as a 
part of the Schedule or amendment. The subject issuer must bind, 
staple or otherwise compile each copy in one or more parts without 
stiff covers. The subject issuer must further bind the Schedule or 
amendment on the side or stitching margin in a manner that leaves 
the reading matter legible. The subject issuer must provide three 
additional copies of the Schedule or amendment without exhibits to 
the Commission.
    B. An electronic filer must provide the signatures required for 
the Schedule or amendment in accordance with 17 CFR 232.302 of 
Regulation S-T. A subject issuer filing in paper must have the 
original and at least one copy of the Schedule and any amendment 
signed in accordance with Exchange Act Rule 12b-11(d) (17 CFR 12b-
11(d)) by the persons whose signatures are required for this 
Schedule or amendment. The subject issuer must also conform the 
unsigned copies.
    C. The subject issuer must file the Schedule or amendment in 
electronic format in the English language in accordance with 17 CFR 
232.306 of Regulation S-T. The subject issuer may file part of the 
Schedule or amendment, or exhibit or other attachment to the 
Schedule or amendment, in both French and English if the bidder 
included the French text to comply with the requirements of the 
Canadian securities administrator or other Canadian authority and, 
for an electronic filing, if the filing is an HTML document, as 
defined in 17 CFR 232.11 of Regulation S-T. For both an electronic 
filing and a paper filing, the subject issuer may provide an English 
translation or English summary of a foreign language document as an 
exhibit or other attachment to the Schedule or amendment as 
permitted by the rules of the applicable Canadian securities 
administrator.
    D. A paper filer must number sequentially the signed original of 
the Schedule or amendment (in addition to any internal numbering 
that otherwise may be present) by handwritten, typed, printed or 
other legible form of notation from the first page through the last 
page of the Schedule or amendment, including any exhibits or 
attachments. A paper filer must disclose the total number of pages 
on the first page of the sequentially numbered Schedule or 
amendment.
* * * * *

PART 249--FORMS, SECURITIES EXCHANGE ACT OF 1934

    27. The authority citation for Part 249 continues to read in part 
as follows:

    Authority: 15 U.S.C. 78a, et seq., unless otherwise noted;
* * * * *

    28. Amend Form 20-F (referenced in [sect] 249.220f) by revising 
General Instruction D. and the first three paragraphs of the 
Instructions as to Exhibits to read as follows:

(Note: The text of Form 20-F does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Form 20-F

* * * * *

General Instructions

* * * * *

D. How To File Registration Statements and Reports on This Form

    (a) You must file the Form 20-F registration statement or annual 
report in electronic format via our Electronic Data Gathering and 
Retrieval System (EDGAR) in accordance with the EDGAR rules set 
forth in Regulation S-T (17 CFR Part 232). The Form 20-F 
registration statement or annual report must be in the English 
language as required by Regulation S-T Rule 306 (17 CFR 232.306). 
You must provide the signatures required for the Form 20-F 
registration statement or annual report in accordance with 
Regulation S-T Rule 302 (17 CFR 232.302). If you have technical 
questions about EDGAR or want to request an access code, call the 
EDGAR Filer Support Office at (202) 942-8900. If you have questions 
about the EDGAR rules, call the Office of EDGAR and Information 
Analysis at (202) 942-2940.
    (b) If you are filing the Form 20-F registration statement or 
annual report in paper under a hardship exemption in Rule 201 or 202 
of Regulation S-T (17 CFR 232.201 or 232.202), or as otherwise 
permitted, you must file with the Commission (i) three complete 
copies of the registration statement or report, including financial 
statements, exhibits and all other papers and documents filed as 
part of the registration statement or report, and (ii) five 
additional copies of the registration statement or report, which 
need not contain exhibits. Whether filing electronically or in 
paper, you must also file at least one complete copy of the 
registration statement or report, including financial statements, 
exhibits and all other papers and documents filed as part of the 
registration statement or report, with each exchange on which any 
class of securities is or will be registered. When submitting the 
Form 20-F in paper, you must sign at least one complete copy of the 
registration statement or report filed with the Commission and one 
copy filed with each exchange in accordance with Exchange Act Rule 
12b-11(d) (17 CFR 12b-11(d)). You must conform the unsigned copies 
when submitting the Form 20-F registration statement or report in 
paper. When submitting the Form 20-F in electronic format to the 
Commission, you may submit a paper copy containing typed signatures 
to each United States stock exchange in accordance with Regulation 
S-T Rule 302(c) (17 CFR 302(c)). See also Exchange Act Rule 12b-
12(d) and Form 20-F's Instructions as to Exhibits for requirements 
concerning use of the English language and treatment of foreign 
language documents.
    (c) When registration statements and reports are permitted to be 
filed in paper, they are filed with the Commission by sending or 
delivering them to our File Desk between the hours of 9 a.m. and 
5:30 p.m., Washington, DC time. The File Desk is closed on weekends 
and federal holidays. If you file a paper registration statement or 
report by mail or by any means other than hand delivery, the address 
is U.S. Securities and Exchange Commission, Attention: File Desk, 
450 Fifth Street, NW., Washington, DC 20549. We consider documents 
to be filed on the date our File Desk receives them.
* * * * *

Instructions as to Exhibits

    File the exhibits listed below as part of an Exchange Act 
registration statement or report. Exchange Act Rule 12b-32 explains 
the circumstances in which you may incorporate exhibits by 
reference. Exchange Act Rule 24b-2 explains the procedure to be 
followed in requesting confidential treatment of information 
required to be filed.
    Previously filed exhibits may be incorporated by reference. If 
any previously filed exhibits have been amended or modified, file 
copies of the amendment or modification or copies of the entire 
exhibit as amended or modified.

[[Page 36707]]

    If the Form 20-F registration statement or annual report 
requires the inclusion, as an exhibit or attachment, of a document 
that is in a foreign language, you must provide instead either an 
English translation or an English summary of the foreign language 
document in accordance with Exchange Act Rule 12b-12(d) (17 CFR 
240.12b-12(d)) for both electronic and paper filings. You may submit 
a copy of the unabridged foreign language document along with the 
English translation or summary as permitted by Regulation S-T Rule 
306(b) (17 CFR 232.306(b)) for electronic filings or by Exchange Act 
Rule 12b-12(d)(4) (17 CFR 240.12b-12(d)(4)) for paper filings.
    Include an exhibit index in each registration statement or 
report you file, immediately preceding the exhibits you are filing. 
The exhibit index must list each exhibit according to the number 
assigned to it below. If an exhibit is incorporated by reference, 
note that fact in the exhibit index. For paper filings, the pages of 
the manually signed original registration statement should be 
numbered in sequence, and the exhibit index should give the page 
number in the sequential numbering system where each exhibit can be 
found.
* * * * *

    29. Amend Form 40-F (referenced in [sect] 249.240f) by revising 
paragraph (4) of General Instruction B. and paragraphs (7) and (8) of 
General Instruction D. to read as follows:

(Note: The text of Form 40-F does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Form 40-F

* * * * *

General Instructions

* * * * *

B. Information To Be Filed on This Form

* * * * *
    (4) A filer must file the Form 40-F registration statement or 
annual report in electronic format in the English language in 
accordance with Regulation S-T Rule 306 (17 CFR 232.306). A filer 
may file part of an exhibit or other attachment to the Form 40-F 
registration statement or annual report in both French and English 
if it included the French text to comply with the requirements of 
the Canadian securities administrator or other Canadian authority 
and, for an electronic filing, if the filing is an HTML document, as 
defined in Regulation S-T Rule 11 (17 CFR 232.11). For both an 
electronic filing and a paper filing, a filer may provide an English 
translation or English summary of a foreign language document as an 
exhibit or other attachment to the registration statement or 
amendment as permitted by the rules of the applicable Canadian 
securities administrator.
* * * * *

D. Application of General Rules and Regulations

* * * * *
    (7) A filer must file the Form 40-F registration statement or 
annual report in electronic format via the Commission's Electronic 
Data Gathering, Analysis, and Retrieval (EDGAR) system in accordance 
with the EDGAR rules set forth in Regulation S-T (17 CFR Part 232). 
For assistance with technical questions about EDGAR or to request an 
access code, call the EDGAR Filer Support Office at (202) 942-8900. 
For assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    If filing the Form 40-F registration statement or annual report 
in paper under a hardship exemption in Rule 201 or 202 of Regulation 
S-T (17 CFR 232.201 or 232.202), or as otherwise permitted, a filer 
must file with the Commission at its principal office five copies of 
the complete registration statement or annual report, including 
exhibits and all other documents filed as a part of the registration 
statement or annual report. The filer must bind, staple or otherwise 
compile each copy in one or more parts without stiff covers. The 
filer must further bind the registration statement or annual report 
on the side or stitching margin in a manner that leaves the reading 
matter legible. The filer must provide three additional copies of 
the registration statement or annual report without exhibits to the 
Commission.
* * * * *
    (8) An electronic filer must provide the signatures required for 
the Form 40-F registration statement or annual report in accordance 
with Regulation S-T Rule 302 (17 CFR 232.302). A paper filer must 
have at least one copy of the Form 40-F registration statement or 
annual report signed by an officer authorized to sign the 
registration statement or annual report. A paper filer must also 
conform the unsigned copies.
* * * * *

    30. Amend Form CB (referenced in [sect] 239.800 and [sect] 249.480) 
by revising the cover page, paragraphs A., B., and D. of General 
Instructions II, and paragraphs (1), (2), and (3) of Part II to read as 
follows:

(Note: The text of Form CB does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Form CB--Tender Offer/Rights Offering Notification Form (Amendment No. 
----)

    Please place an X in the box(es) to designate the appropriate 
rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering) [ballot]
Securities Act Rule 802 (Exchange Offer) [ballot]
Securities Act Rule 13e-4(h)(8) (Issuer Tender Offer) [ballot]
Exchange Act Rule 14d-1(c) (Third Party Tender Offer) [ballot]
Exchange Act Rule 14e-2(d) (Subject Company Response) [ballot]
Filed or submitted in paper if permitted by Regulation S-T Rule 
101(b)(8) [ballot]

    Note: Regulation S-T Rule 101(b)(8) only permits the filing or 
submission of a Form CB in paper by a party that is not subject to 
the reporting requirements of Section 13 or 15(d) of the Exchange 
Act.

* * * * *

General Instructions

* * * * *

II. Instructions for Submitting Form

    A. (1) If the party filing or submitting the Form CB has 
reporting obligations under Exchange Act Section 13 or 15(d), 
Regulation S-T Rule 101(a)(1)(vi) (17 CFR 232.101(a)(1)(vi)) 
requires the submission of the Form CB in electronic format via the 
Commission's Electronic Data Gathering and Retrieval System (EDGAR) 
in accordance with the EDGAR rules set forth in Regulation S-T (17 
CFR Part 232). For assistance with technical questions about EDGAR 
or to request an access code, call the EDGAR Filer Support Office at 
(202) 942-8900. For assistance with the EDGAR rules, call the Office 
of EDGAR and Information Analysis at (202) 942-2940.
    (2) If the party filing or submitting the Form CB is not an 
Exchange Act reporting company, Regulation S-T Rule 101(b)(8) (17 
CFR 232.101(b)(8)) permits the submission of the Form CB either via 
EDGAR or in paper. When filing or submitting the Form CB in 
electronic format, either voluntarily or as a mandated EDGAR filer, 
a party must also file or submit on EDGAR all home jurisdiction 
documents required by Parts I and II of this Form, except as 
provided by the Note following paragraph (2) of Part II.
    (3) A party may also file a Form CB in paper under a hardship 
exemption provided by Regulation S-T Rule 201 or 202 (17 CFR 232.201 
or 232.202). When submitting a Form CB in paper under a hardship 
exemption, a party must provide the legend required by Regulation S-
T Rule 201(a)(2) or 202(c) (17 CFR 232.201(a)(2) or 232.202(c)) on 
the cover page of the Form CB.
    (4) If filing the Form CB in paper in accordance with Rule 
101(b)(8) or a hardship exemption, you must furnish five copies of 
this Form and any amendment to the Form (see Part I, Item 1.(b)), 
including all exhibits and any other paper or document furnished as 
part of the Form, to the Commission at its principal office. You 
must bind, staple or otherwise compile each copy in one or more 
parts without stiff covers. You must make the binding on the side or 
stitching margin in a manner that leaves the reading matter legible.
    B. When submitting the Form CB in electronic format, the persons 
specified in Part IV must provide signatures in accordance with 
Regulation S-T Rule 302 (17 CFR 232.302). When submitting the Form 
CB in paper, the persons specified in Part IV

[[Page 36708]]

must sign the original and at least one copy of the Form and any 
amendments. You must conform any unsigned copies. The specified 
persons may provide typed or facsimile signatures in accordance with 
Securities Act Rule 402(e) (17 CFR 230.402(e)) or Exchange Act Rule 
12b-11(d) (17 CFR 240.12b-11(d)) as long as the filer retains copies 
of signatures manually signed by each of the specified persons for 
five years.
* * * * *
    D. If filing in paper, in addition to any internal numbering you 
may include, sequentially number the signed original of the Form and 
any amendments by handwritten, typed, printed or other legible form 
of notation from the first page of the document through the last 
page of the document and any exhibits or attachments. Further, you 
must set forth the total number of pages contained in a numbered 
original on the first page of the document.
* * * * *

Part II--Information Not Required To Be Sent to Security Holders

* * * * *
    (1) Furnish to the Commission either an English translation or 
English summary of any reports or information that, in accordance 
with the requirements of the home jurisdiction, must be made 
publicly available in connection with the transaction but need not 
be disseminated to security holders. Any English summary submitted 
must meet the requirements of Regulation S-T Rule 306(a) (17 CFR 
232.306(a)) if submitted electronically or of Securities Act Rule 
403(c)(3) (17 CFR 230.403(c)(3)) or Exchange Act Rule 12b-12(d)(3) 
(17 CFR 240.12b-12(d)(3)) if submitted in paper.
    (2) Furnish copies of any documents incorporated by reference 
into the home jurisdiction document(s).

    Note to paragraphs (1) and (2) of Part II: In accordance with 
Regulation S-T Rule 311(f) (17 CFR 232.311(f)), a party may submit a 
paper copy under cover of Form SE (17 CFR 239.64, 249.444, 259.603, 
269.8, and 274.403) of an unabridged foreign language document when 
submitting an English summary in electronic format under paragraph 
(1) of this Part or when furnishing a foreign language document that 
has been incorporated by reference under paragraph (2) of this Part.

    (3) If any of the persons specified in Part IV has signed the 
Form CB under a power of attorney, a party submitting the Form CB in 
electronic format must include a copy of the power of attorney 
signed in accordance with Regulation S-T Rule 302 (17 CFR 232.302). 
A party submitting the Form CB in paper must also include a copy of 
the signed power of attorney.
* * * * *

    31. Amend Form 6-K (referenced in [sect] 249.306) by revising the 
cover page and General Instructions C. and D. to read as follows:

(Note: The text of Form 6-K does not and the amendments will not 
appear in the Code of Federal Regulations.)

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Form 6-K

Securities and Exchange Commission

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 Under the Securities Exchange Act of 
1934

For the month of ------, 20 ----
Commission File Number --------

-----------------------------------------------------------------------
(Translation of registrant's name into English)
-----------------------------------------------------------------------
(Address of principal executive offices)

    Indicate by check mark whether the registrant files or will file 
annual reports under cover of Form 20-F or Form 40-F:
    Form 20-F ---- Form 40-F ----
    Indicate by check mark if the registrant is submitting the Form 
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ----

    Note: Regulation S-T Rule 101(b)(1) only permits the submission 
in paper of a Form 6-K if submitted solely to provide an attached 
annual report to security holders.

    Indicate by check mark if the registrant is submitting the Form 
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ----

    Note: Regulation S-T Rule 101(b)(7) only permits the submission 
in paper of a Form 6-K if submitted to furnish a report or other 
document that the registrant foreign private issuer must furnish and 
make public under the laws of the jurisdiction in which the 
registrant is incorporated, domiciled or legally organized (the 
registrant's ``home country''), or under the rules of the home 
country exchange on which the registrant's securities are traded, as 
long as the report or other document is not a press release, is not 
required to be and has not been distributed to the registrant's 
security holders, and, if discussing a material event, has already 
been the subject of a Form 6-K submission or other Commission filing 
on EDGAR.

    Indicate by check mark whether by furnishing the information 
contained in this Form, the registrant is also thereby furnishing 
the information to the Commission pursuant to Rule 12g3-2(b) under 
the Securities Exchange Act of 1934.
    Yes ---- No ----
    If ``Yes'' is marked, indicate below the file number assigned to 
the registrant in connection with Rule 12g3-2(b): 82-----
* * * * *

General Instructions

* * * * *
    C. Preparation and Filing of Report. (1) The Form 6-K report 
shall consist of a cover page, the report or document furnished by 
the issuer, and a signature page. An issuer must submit the Form 6-K 
report in electronic format via the Commission's Electronic Data 
Gathering, Analysis, and Retrieval (EDGAR) system in accordance with 
the EDGAR rules set forth in Regulation S-T (17 CFR Part 232) except 
as discussed below. An issuer submitting the Form 6-K in electronic 
format must provide the signatures required for the Form 6-K report 
in accordance with Regulation S-T Rule 302 (17 CFR 232.302). For 
assistance with technical questions about EDGAR or to request an 
access code, call the EDGAR Filer Support Office at (202) 942-8900. 
For assistance with the EDGAR rules, call the Office of EDGAR and 
Information Analysis at (202) 942-2940.
    (2) An issuer may submit a Form 6-K in paper under:
    [sbull] Regulation S-T Rule 101(b)(1) (17 CFR 232.101(b)(1)) if 
the sole purpose of the Form 6-K is to furnish an annual report to 
security holders;
    [sbull] Regulation S-T Rule 101(b)(7) to provide a report or 
other document that the issuer must furnish and make public under 
the laws of the jurisdiction in which it is incorporated, domiciled 
or legally organized (the issuer's ``home country''), or under the 
rules of the home country exchange on which the issuer's securities 
are traded, as long as the report or other document is not a press 
release, is not required to be and has not been distributed to the 
issuer's security holders, and, if discussing a material event, 
including the disclosure of annual audited or interim consolidated 
financial results, has already been the subject of a Form 6-K 
submission or other Commission filing on EDGAR; or
    [sbull] A hardship exemption provided by Regulation S-T Rule 201 
or 202 (17 CFR 232.201 or 232.202).

    Note to paragraph (2): An issuer that is or will be 
incorporating by reference all or part of an annual or other report 
to security holders, or of any part of a paper Form 6-K, into an 
electronic filing must file the incorporated portion in electronic 
format as an exhibit to the filing in accordance with Regulation S-T 
Rule 303(b) (17 CFR 232.303(b)).

    (3) When submitting a Form 6-K in paper under one of the above 
rules, an issuer must check the appropriate box on the cover page of 
the Form 6-K. When submitting a Form 6-K in paper under a hardship 
exemption, an issuer must provide the legend required by Regulation 
S-T Rule 201(a)(2) or 202(c) (17 CFR 232.201(a)(2) or 232.202(c)) on 
the cover page of the Form 6-K.
    (4) An issuer furnishing the Form 6-K in paper under one of the 
above rules, or as otherwise permitted by the Commission, must 
deposit with the Commission eight complete copies of the Form 6-K 
report. An issuer must also file at least one complete copy of the 
Form 6-K with each United States stock exchange on which any 
security of the issuer is listed and registered under Section 12(b) 
of the Exchange Act. The issuer must have signed at least one of the 
paper copies deposited with the Commission and one filed with each 
United States stock exchange in accordance with Exchange Act Rule 
12b-11(d) (17 CFR 240.12b-11(d)) when submitting the Form 6-K in 
paper to the Commission. An issuer submitting the Form 6-K in paper 
must also conform the unsigned copies. When submitting the Form 6-K 
in electronic format to the Commission, an issuer may submit a paper 
copy containing

[[Page 36709]]

typed signatures to each United States stock exchange in accordance 
with Regulation S-T Rule 302(c) (17 CFR 232.302(c)).
    D. Treatment of Foreign Language Documents. (1) An issuer must 
submit the Form 6-K report in electronic format in the English 
language in accordance with Regulation S-T Rule 306 (17 CFR 232.306) 
and Exchange Act Rule 12b-12(d) (17 CFR 240.12b-12(d)), as 
referenced in Regulation S-T Rule 306(a) (17 CFR 232.306(a)), except 
as otherwise provided by this Form. An issuer submitting the Form 6-
K in paper must meet the requirements of Exchange Act Rule 12b-12(d) 
(17 CFR 240.12b-12(d)). In accordance with, or in addition to, the 
list of documents specified in Exchange Act Rule 12b-12(d)(2) (17 
CFR 240.12b-12(d)(2)), an issuer must provide a full English 
translation of the following documents furnished under cover of Form 
6-K whether submitted electronically or in paper:
    [sbull] Press releases;
    [sbull] Communications and other documents distributed directly 
to security holders for each class of securities to which a 
reporting obligation under Exchange Act Section 13(a) or 15(d) 
pertains, except for offering circulars and prospectuses that relate 
entirely to securities offerings outside the United States 
(``foreign offerings''); and
    [sbull] Documents disclosing annual audited or interim 
consolidated financial information.
    (2) In addition to the documents specified in Exchange Act Rule 
12b-12(d)(3) (17 CFR 240.12b-12(d)(3)), an issuer may furnish under 
cover of Form 6-K, whether submitted electronically or in paper, an 
English summary instead of a full English translation of a report 
required to be furnished and made public under the laws of the 
issuer's home country or the rules of the issuer's home country 
stock exchange, as long as it is not a press release and is not 
required to be and has not been distributed to the issuer's security 
holders. Such a document may include a report disclosing 
unconsolidated financial information about a parent company.
    (3) An issuer is not required to submit under cover of Form 6-K 
an offering circular or prospectus that pertains solely to a foreign 
offering, even when an English translation or English summary is 
available, if the issuer has already submitted a Form 6-K or filed a 
Form 20-F or other Commission filing on EDGAR that reported material 
information disclosed in the offering circular or prospectus. If an 
issuer has not previously disclosed this material information to the 
Commission, it may submit in electronic format under cover of Form 
6-K an English translation or English summary of the portion of the 
foreign offering circular or prospectus that discusses the new 
material information.
    (4) Any submitted English summary must meet the requirements of 
Exchange Act Rule 12b-12(d)(3)(ii) (17 CFR 240.12b-12(d)(3)(ii)). An 
issuer may submit the unabridged foreign language report or other 
document along with the English summary or English translation as 
permitted by Regulation S-T Rule 306(b) (17 CFR 232.306(b)) for 
electronic filings and Exchange Act Rule 12b-12(d)(4) (17 CFR 
240.12b-12(d)(4)) for paper filings.

PART 269--FORMS PRESCRIBED UNDER THE TRUST INDENTURE ACT OF 1939

    32. The authority citation for Part 269 continues to read as 
follows:

    Authority: 15 U.S.C. 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77sss, 78ll(d), unless otherwise noted.


    33. Amend Form F-X (referenced in [sect][sect] 239.42, 249.250 and 
269.5), General Instructions II, by revising paragraph B. to read as 
follows:

(Note: The text of Form F-X does not and the amendment will not 
appear in the Code of Federal Regulations.)

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Form F-X--Appointment of Agent for Service of Process and Undertaking

* * * * *

General Instructions

* * * * *

II.

* * * * *
    B. (1) This is [check one]:

[ballot] An original filing for the Filer
[ballot] An amended filing for the Filer

    (2) Check the following box if you are filing the Form F-X in 
paper in accordance with Regulation S-T Rule 101(b)(9) [ballot].

    Note: Regulation S-T Rule 101(b)(9) only permits the filing of 
the Form F-X in paper:
    (a) If the party filing or submitting the Form CB is not subject 
to the reporting requirements of Section 13 or 15(d) of the Exchange 
Act; or
    (b) If filed by a Canadian issuer when qualifying an offering 
statement pursuant to the provisions of Regulation A (230.251--
230.263 of this chapter).

    (3) A filer may also file the Form F-X in paper under a hardship 
exemption provided by Regulation S-T Rule 201 or 202 (17 CFR 232.201 
or 232.202). When submitting the Form F-X in paper under a hardship 
exemption, a filer must provide the legend required by Regulation S-
T Rule 201(a)(2) or 202(c) (17 CFR 232.201(a)(2) or 232.202(c)) on 
the cover page of the Form F-X.
* * * * *

    Dated: May 14, 2002.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-12566 Filed 5-23-02;8:45am]
BILLING CODE 8010-01-P