[Federal Register Volume 77, Number 199 (Monday, October 15, 2012)]
[Rules and Regulations]
[Pages 62431-62432]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2012-24998]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-9364; 34-67978; 39-2486; IC-30227]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
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SUMMARY: The Securities and Exchange Commission (the Commission) is
adopting revisions to the Electronic Data Gathering, Analysis, and
Retrieval System (EDGAR) Filer Manual and related rules to reflect
updates to the EDGAR system. The revisions are being made primarily to
support public dissemination of previously submitted draft registration
statements either under the JOBS Act or the Division of Corporation
Finance's foreign private issuer policy; support PDF as an official
filing format for submission type 40-33 and 40-33/A; support changes in
the beneficiary account and receiver American Bank Association number
and name for fee payments made for filings; and allow a future period
date up to the next business date for Form 8-K. The EDGAR system is
scheduled to be upgraded to support this functionality on October 1,
2012.
DATES: Effective October 15, 2012. The incorporation by reference of
the EDGAR Filer Manual is approved by the Director of the Federal
Register as of October 15, 2012.
FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions on draft registration statements and Form 8-K,
contact Jeffrey Thomas at (202) 551-3600; in the Division of Investment
Management for questions concerning submission types 40-33 and 40-33/A,
contact Barry Miller at (202) 551-6796; and in the Office of
Information Technology, contact Rick Heroux at (202) 551-8800.
SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, Volume I and Volume II. 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 Online and the Online Forms/XML
Web site.
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\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]. We implemented the most recent update to the
Filer Manual on August 30, 2012. See Release No. 33-9353 (September
6, 2012) [77 FR 54806].
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The revisions to the Filer Manual reflect changes within Volume I
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version
14 (October 2012) and Volume II entitled EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 21 (October 2012). The updated manual will be
incorporated by reference into the Code of Federal Regulations.
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.\2\ Filers may consult the Filer Manual in conjunction with our
rules governing mandated electronic filing when preparing documents for
electronic submission.\3\
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\2\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\3\ See Release No. 33-9353 (September 6, 2012) [77 FR 54806] in
which we implemented EDGAR Release 12.1. For additional history of
Filer Manual rules, please see the cites therein.
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The EDGAR system will be upgraded to Release 12.2 on October 1,
2012 and will introduce the following changes: EDGAR will be updated to
support public dissemination of the confidential draft registration
statements, submission types DRS and DRS/A. Issuers that submitted
draft registrations either under the JOBS Act or the Division of
Corporation Finance's foreign private issuer policy will be able to
disseminate their previously submitted draft registration statements. A
new correspondence type, DRSLTR, will be available to submit any
correspondences related to draft registration statements. The options
to disseminate draft registration statements as well as to create
DRSLTR submissions can be accessed by selecting the ``Draft Reg.
Statement'' link on the EDGAR Filing Web site.
Form ID application will be updated with ``JOBS Act Sec. 106'' or
``Foreign Private Issuer Policy'' options to allow applicants to
indicate that they are submitting an application for EDGAR access to
file draft registration statements. These options will replace the
``Access codes will be used to submit draft registration statement''
check box.
Submission form types 8-K, 8-K/A, 8-K12B, 8-K12B/A, 8-K12G3, 8-
K12G3/A, 8-K15D5, and 8-K15D5/A will allow a future period date up to
the next business date from the date of submission, if the time of
submission is
[[Page 62432]]
between 05:31 p.m. EST and 10:00 p.m. EST.
EDGAR will be updated to allow filers to submit, on a voluntary
basis, copies of litigation documents pursuant to Section 33 of the
Investment Company Act of 1940 (submission types 40-33 and 40-33/A) in
Portable Document Format (PDF) as an official filing format. EDGAR will
continue to allow ASCII and HTML as official filing formats for
submission types 40-33 and 40-33/A.
Starting October 1, 2012, filers initiating FEDWIRE transactions to
make deposits to pay their filing fees will need to use a new US
Treasury beneficiary account number (850000001001), as well as a new
American Bank Association (ABA) number and bank name for the receiving
bank (021030004/TREAS NYC). The current bank account number
(152307768324) and receiving bank ABA number and name (081000210/US
BANK) will be invalid from this date forward. Filer may obtain the new
US Treasury account number and ABA number from the notice posted on the
``Information for EDGAR Filers'' web page prior to October 1, 2012 and
by accessing the updated ``Instructions for Wire Transfer (FEDWIRE) and
Check Payment of SEC Filing Fees'' by logging onto the EDGAR Filing Web
site and accessing the ``Fees'' link on the EDGAR menu thereafter.
The new online version of Form N-SAR, originally planned for
deployment on July 9, 2012, has been delayed and will not go into
production any sooner than January 14th 2013. The specific deployment
date will be announced on the Commission's public Web site's
``Information for EDGAR Filers'' page (http://www.sec.gov/info/edgar.shtml). Filers should continue to use the EDGAR Filer Manual,
Volume III: N-SAR Supplement to file their N-SAR submissions. When the
online version of Form N-SAR is deployed, EDGAR Filer Manual, Volume
III: N-SAR Supplement will be retired. Instructions to file the online
version of Form N-SAR addressed in Chapter 9 of EDGAR Filer Manual,
Volume II: EDGAR Filing should then be followed.
Along with the 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 1543, Washington DC 20549, on
official business days between the hours of 10:00 a.m. and 3:00 p.m. 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.
Since the Filer Manual and the corresponding rule changes relate
solely to agency procedures or practice, publication for notice and
comment is not required under the Administrative Procedure Act
(APA).\4\ It follows that the requirements of the Regulatory
Flexibility Act \5\ do not apply.
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\4\ 5 U.S.C. 553(b).
\5\ 5 U.S.C. 601-612.
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The effective date for the updated Filer Manual and the rule
amendments is October 15, 2012. In accordance with the APA,\6\ 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 12.2 is scheduled to become available on October 1, 2012. The
Commission believes that establishing an effective date less than 30
days after publication of these rules is necessary to coordinate the
effectiveness of the updated Filer Manual with the system upgrade.
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\6\ 5 U.S.C. 553(d)(3).
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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,\7\ Sections 3, 12,
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\8\
Section 319 of the Trust Indenture Act of 1939,\9\ and Sections 8, 30,
31, and 38 of the Investment Company Act of 1940.\10\
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\7\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\8\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
\9\ 15 U.S.C. 77sss.
\10\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
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List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
Text of the Amendment
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
1. The authority citation for Part 232 continues to read in part as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
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 updated EDGAR Filer Manual, Volume I: ``General
Information,'' Version 14 (October 2012). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 21 (October 2012). 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 1543,
Washington, DC 20549, on official business days between the hours of
10:00 a.m. and 3:00 p.m. 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 inspect 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: October 4, 2012.
By the Commission.
Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2012-24998 Filed 10-12-12; 8:45 am]
BILLING CODE 8011-01-P