[Federal Register Volume 70, Number 214 (Monday, November 7, 2005)]
[Rules and Regulations]
[Pages 67350-67352]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 05-22085]


=======================================================================
-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-8633; 34-52708; 35-28053; 39-2440; IC-27139]
RIN 3235-AG96


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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

SUMMARY: The Securities and Exchange Commission (the Commission) is 
adopting revisions to the Electronic Data Gathering, Analysis, and 
Retrieval System (EDGAR) Filer Manual, Volume II: ``EDGAR Filing'' to 
reflect updates to the EDGAR system. The revisions are being made 
primarily to support the amended rules and forms adopted by the 
Commission to address the use of Form S-8, Form 8-K, and Form 20-F by

[[Page 67351]]

Shell Companies and the changes necessary to support the Securities 
Offering Reform, which will modify and advance significantly the 
registration, communications, and offering processes under the 
Securities Act of 1933. The revisions to the Filer Manual reflect 
changes within Filer Manual, Volume II: ``EDGAR Filing,'' Version 2 
(November 2005). The updated manual will be incorporated by reference 
into the Code of Federal Regulations. EDGAR Filer Manual, Volume I: 
``General Information,'' Version 1 (September 2005) and Volume III: 
``N-SAR Supplement,'' Version 1 (September 2005) have not been changed.

DATES: Effective Date: November 7, 2005. The incorporation by reference 
of the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of November 7, 2005.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 551-8800; for questions concerning 
the Division of Corporation Finance filings, in the Division of 
Corporation Finance, Herbert Scholl, Office Chief, EDGAR and 
Information Analysis, at (202) 942-2940; for questions concerning the 
Division of Investment Management filings, in the Division of 
Investment Management, Ruth Armfield Sanders, Senior Special Counsel, 
at (202) 551-6989; and, in the Office of Filings and Information 
Services, Barbara Stance, at (202) 551-7209.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual (Filer Manual), Volume II: ``EDGAR Filing.'' The Filer Manual 
describes the technical formatting requirements for the preparation and 
submission of electronic filings through the EDGAR system.\1\ It also 
describes the requirements for filing using EDGARLink \2\ and the 
Online Forms/XML Web site.
---------------------------------------------------------------------------

    \1\ We originally adopted the Filer Manual on April 1, 1993, 
with an effective date of April 26, 1993. Release No. 33-6986 (April 
1, 1993) [58 FR 18638]. The Commission granted the authorization to 
publish the release adopting the reorganized EDGAR Filer Manual, 
Release No. 33-8612 (September 21, 2005) [70 FR 57130].
    \2\ This is the filer assistance software we provide filers 
filing on the EDGAR system.
---------------------------------------------------------------------------

    The Filer Manual contains all the technical specifications for 
filers to submit filings using the EDGAR system. Filers must comply 
with the applicable provisions of the Filer Manual in order to assure 
the timely acceptance and processing of filings made in electronic 
format.\3\ Filers should consult the Filer Manual in conjunction with 
our rules governing mandated electronic filing when preparing documents 
for electronic submission.\4\
---------------------------------------------------------------------------

    \3\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \4\ See Release Nos. 33-6977 (February 23, 1993) [58 FR 14628], 
IC-19284 (February 23, 1993) [58 FR 14848], 35-25746 (February 23, 
1993) [58 FR 14999], and 33-6980 (February 23, 1993) [58 FR 15009] 
in which we comprehensively discuss the rules we adopted to govern 
mandated electronic filing. See also Release No. 33-7122 (December 
19, 1994) [59 FR 67752], in which we made the EDGAR rules final and 
applicable to all domestic registrants; Release No. 33-7427 (July 1, 
1997) [62 FR 36450], in which we adopted minor amendments to the 
EDGAR rules; Release No. 33-7472 (October 24, 1997) [62 FR 58647], 
in which we announced that, as of January 1, 1998, we would not 
accept in paper filings that we require filers to submit 
electronically; Release No. 34-40934 (January 12, 1999) [64 FR 
2843], in which we made mandatory the electronic filing of Form 13F; 
Release No. 33-7684 (May 17, 1999) [64 FR 27888], in which we 
adopted amendments to implement the first stage of EDGAR 
modernization; Release No. 33-7855 (April 24, 2000) [65 FR 24788], 
in which we implemented EDGAR Release 7.0; Release No. 33-7999 
(August 7, 2001) [66 FR 42941], in which we implemented EDGAR 
Release 7.5; Release No. 33-8007 (September 24, 2001) [66 FR 49829], 
in which we implemented EDGAR Release 8.0; Release No. 33-8224 
(April 30, 2003) [66 FR 24345], in which we implemented EDGAR 
Release 8.5; Release Nos. 33-8255 (July 22, 2003) [68 FR 44876] and 
33-8255A (September 4, 2003) [68 FR 53289] in which we implemented 
EDGAR Release 8.6; Release No. 33-8409 (April 19, 2004) [69 FR 
21954] in which we implemented EDGAR Release 8.7; Release No. 33-
8454 (August 6, 2004) [69 FR 49803] in which we implemented EDGAR 
Release 8.8; Release No. 33-8528 (February 3, 2005) [70 FR 6573] in 
which we implemented EDGAR Release 8.10; and Release No. 33-8573 
(May 19, 2005) [70 FR 30899] in which we implemented EDGAR Release 
9.0; and Release No. 33-8612 (September 21, 2005) [70 FR 57130] in 
which the Commission granted the authorization to publish the 
release adopting the reorganized EDGAR Filer Manual.
---------------------------------------------------------------------------

    The revisions are being made primarily to support the following 
rules adopted by the Commission:
(1) Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies
    Changes to incorporate this rule include:
     Add new 8-K Item 5.06 ``Change in Shell Company Status.''
     Add new submission header field ``Shell Company'' to Forms 
10-K, 10-KSB, and 20-F to allow filers to indicate if they meet the 
shell company criteria as specified in the rule.
(2) Securities Offering Reform
    Changes to incorporate this rule include:
     Allow eligible well-known seasoned issuers to register 
unspecified amounts of different specified types of securities on Form 
S-3 or Form F-3 registration statements using new EDGAR submission form 
types S-3ASR and F-3ASR, which are immediately effective upon filing 
(i.e., automatic shelf registration). Include submission header field 
to allow issuers using an automatic shelf registration statement to 
indicate whether the filing fees are paid in advance or on a ``pay-as-
you-go'' basis on the shelf registration statement.
     Allow eligible well-known seasoned issuers to add 
additional securities or classes of securities and eligible majority-
owned subsidiaries as additional registrants after an automatic shelf 
registration statement is effective using new submission form type 
POSASR. Include a submission header field to allow issuers using an 
automatic shelf registration statement to indicate whether the filing 
fees are paid in advance or on a ``pay-as-you-go'' basis on the shelf 
registration statement.
     Allow well-known seasoned issuers to file a prospectus 
supplement (submission form types 424B1, 424B2, 424B3, 424B4, 424B5, 
and 424B7) that includes a calculation of registration fee table. Add 
new submission header field to allow a well-known seasoned issuer to 
indicate whether the filing fees are paid in advance or on a ``pay-as-
you-go'' basis.
     Allow all issuers to indicate that a prospectus supplement 
is being filed late using new submission form type 424(b)(8). Well-
known seasoned issuers can include a calculation of registration fee 
table in the filing. Include a submission header field to allow a well-
known seasoned issuer to indicate whether the filing fees are paid in 
advance or on a ``pay-as-you-go'' basis.
     Allow an issuer to file a free writing prospectus (FWP) 
using new submission form type FWP. Include new submission header 
fields to indicate the filing is made pursuant to Rule 163, Rule 433, 
or both. Include new submission header ``First Issuing Entity Filing'' 
checkbox to indicate that the FWP is the first filing for an asset-
backed security issuing entity.
     Allow filers to indicate on submission form type 425 
whether the communications also is being filed pursuant to Rule 433, 
Rule 163, or both.
     Add new submission header fields to submission form types 
10-K, 10-KT, and 20-F for filers to indicate if they are well-known 
seasoned issuers.
     Add new submission header fields to submission form types 
10-K, 10-KT, and 20-F for filers, other than investment companies, to 
indicate that they are not required to file reports pursuant to Section 
13 and Section 15(d) of the Securities Exchange Act of 1934.
     Rescind Forms F-2 and S-2 as these forms were eliminated 
effective December 1, 2005.
    For EDGAR Release 9.2, the EDGARLink software and submission 
templates 1, 2, and 3 will be updated to support the aforementioned 
forms and

[[Page 67352]]

submission form type changes. It is highly recommended that filers 
download, install, and use the new EDGARLink software and submission 
templates to ensure that submissions will be processed successfully. 
Previous versions of the templates may not work properly. Notice of the 
update has previously been provided on the EDGAR Filing Web site and on 
the Commission's public Web site. The discrete updates are reflected on 
the EDGAR Filing Web site and in the updated Filer Manual Volume II.
    Along with adoption of the Filer Manual, we are amending Rule 301 
of Regulation S-T to provide for the incorporation by reference into 
the Code of Federal Regulations of today's revisions. This 
incorporation by reference was approved by the Director of the Federal 
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
    You may obtain paper copies of the updated Filer Manual at the 
following address: Public Reference Room, U.S. Securities and Exchange 
Commission, 100 F Street, NE., Room 1580, Washington, DC 20549. We will 
post electronic format copies on the Commission's Web site; the address 
for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You may 
also obtain copies from Thomson Financial, the paper document 
contractor for the Commission, at (800) 638-8241.
    Since the Filer Manual relates solely to agency procedures or 
practice, publication for notice and comment is not required under the 
Administrative Procedure Act (APA).\5\ It follows that the requirements 
of the Regulatory Flexibility Act \6\ do not apply.
---------------------------------------------------------------------------

    \5\ 5 U.S.C. 553(b).
    \6\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------

    The effective date for the updated Filer Manual and the rule 
amendments is November 7, 2005. In accordance with the APA,\7\ we find 
that there is good cause to establish an effective date less than 30 
days after publication of these rules. The EDGAR system upgrade to 
Release 9.2 is scheduled to become available on November 7, 2005. The 
Commission believes that it is necessary to coordinate the 
effectiveness of the updated Filer Manual with the scheduled system 
upgrade.
---------------------------------------------------------------------------

    \7\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------

Statutory Basis

    We are adopting the amendments to Regulation S-T under Sections 6, 
7, 8, 10, and 19(a) of the Securities Act of 1933,\8\ Sections 3, 12, 
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\9\ 
Section 20 of the Public Utility Holding Company Act of 1935,\10\ 
Section 319 of the Trust Indenture Act of 1939,\11\ and Sections 8, 30, 
31, and 38 of the Investment Company Act of 1940.\12\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
    \9\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
    \10\ 15 U.S.C. 79t.
    \11\ 15 U.S.C. 77sss.
    \12\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------

List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendment

0
In accordance with the foregoing, title 17, chapter II of the Code of 
Federal Regulations is amended as follows:

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

0
1. The authority citation for Part 232 continues to read in part 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, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *

0
2. Section 232.301 is revised to read as follows:


Sec.  232.301  EDGAR Filer Manual.

    Filers must prepare electronic filings in the manner prescribed by 
the EDGAR Filer Manual, promulgated by the Commission, which sets out 
the technical formatting requirements for electronic submissions. The 
requirements for becoming an EDGAR Filer and updating company data are 
set forth in the EDGAR Filer Manual, Volume I: ``General Information,'' 
Version 1 (September 2005). The requirements for filing on EDGAR are 
set forth in the EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' 
Version 2 (November 2005). Additional provisions applicable to Form N-
SAR filers are set forth in the EDGAR Filer Manual, Volume III: ``N-SAR 
Supplement,'' Version 1 (September 2005). All of these provisions have 
been incorporated by reference into the Code of Federal Regulations, 
which action was approved by the Director of the Federal Register in 
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with 
these requirements in order for documents to be timely received and 
accepted. You can obtain paper copies of the EDGAR Filer Manual from 
the following address: Public Reference Room, U.S. Securities and 
Exchange Commission, 100 F Street, NE., Room 1580, Washington, DC 20549 
or by calling Thomson Financial at (800) 638-8241. Electronic copies 
are available on the Commission's Web site. The address for the Filer 
Manual is http://www.sec.gov/info/edgar.shtml. You can also photocopy 
the document at the National Archives and Records Administration 
(NARA). For information on the availability of this material at NARA, 
call 202-741-6030, or go to: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.

    Dated: November 1, 2005.

    By the Commission.
Jonathan G. Katz,
Secretary.
[FR Doc. 05-22085 Filed 11-4-05; 8:45 am]
BILLING CODE 8010-01-P