[Federal Register Volume 78, Number 147 (Wednesday, July 31, 2013)]
[Rules and Regulations]
[Pages 46256-46258]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2013-18395]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-9433, 34-70040, 39-2491, IC-30629]
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
introduce the new EDGARLink Online submission form type SD (Specialized
Disclosure Report) and SD/A; support minor updates to Form 13H. The
EDGAR system is scheduled to be upgraded to support this functionality
on July 22, 2013.
DATES: Effective July 31, 2013. The incorporation by reference of the
EDGAR Filer Manual is approved by the Director of the Federal Register
as of July 31, 2013.
FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions concerning submission form type SD and SD/A
contact Heather Mackintosh at (202) 551-3600; in the Division of
Trading and Markets for questions concerning Form 13H contact Richard
Holley; and in the Office of Information Technology, contact Vanessa
Anderson at (202) 551-8800.
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SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, 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 May 14, 2013. See Release No. 33-9403 (May 21, 2013)
[78 FR 29616].
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The revisions to the Filer Manual reflect changes within Volume II
entitled EDGAR Filer Manual, Volume II: ``EDGAR Filing,'' Version 24
(July 2013). 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. 33-9403 (May 21, 2013) [78 FR 29616] in
which we implemented EDGAR Release 13.1. For additional history of
Filer Manual rules, please see the cites therein.
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The EDGAR system will be upgraded to Release 13.2 on July 22, 2013
and will introduce the following changes: EDGAR will be updated to
introduce submission form types, SD (Specialized Disclosure Report) and
SD/A on EDGAR Filing Web site for filing disclosure under Exchange Act
Sections 13(p) and the related rule regarding the use of conflict
minerals. These submission form types will be available on the
EDGARLink Online application. Filers may also construct submissions by
following the `EDGARLink Online XML Technical Specification', available
on the Commission's public Web site's ``Information for EDGAR Filers''
Web page.
Form SD Item 1.02 (Conflict Minerals Report) will require issuers
to provide the Conflict Minerals Report as Exhibit 1.02 in ASCII or
HTML format. See Final Release No. 34-67716.
EDGAR will be updated to allow Form 13H filers to use the 13H-A
submission form type to satisfy both their annual and fourth quarter
amendment filing requirements. Filers will be able to submit form type
13H-A as their annual (13H-A) and fourth quarter amendment (13H-Q)
submissions. Additionally, submission form types 13H, 13H-A and 13H-Q
will be updated to increase the maximum number of characters accepted
by Item 1(b) to 20,000 characters and increase the number of broker-
dealers that can be provided under Item 6 to 2000.
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 July 31, 2013. 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 13.2 is scheduled to become available on July 22, 2013. 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
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), 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 EDGAR Filer Manual, Volume I: ``General Information,''
Version 15 (May 2013). The requirements for filing on EDGAR are set
forth in the updated EDGAR Filer Manual, Volume II: ``EDGAR Filing,''
Version 24 (July 2013). Additional provisions applicable to Form N-SAR
filers are set forth in the EDGAR Filer Manual, Volume III: ``N-SAR
Supplement,'' Version 2 (August 2011). 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
[[Page 46258]]
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.
By the Commission.
Dated: July 25, 2013.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2013-18395 Filed 7-30-13; 8:45 am]
BILLING CODE 8011-01-P