[Federal Register Volume 80, Number 100 (Tuesday, May 26, 2015)]
[Rules and Regulations]
[Pages 29942-29944]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-12566]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9773; 34-74982; 39-2503; IC-31604]


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 updates are being made primarily to 
support the submission form types for Regulation A. The EDGAR system is 
scheduled to be upgraded to support this functionality on May 11, 2015.

DATES: Effective May 26, 2015. The incorporation by reference of the 
EDGAR Filer Manual is approved by the Director of the Federal Register 
as of May 26, 2015.

FOR FURTHER INFORMATION CONTACT: In the Division of Corporate Finance, 
for questions concerning Regulation A submission form types, contact 
Heather Mackintosh at (202) 551-8111, and in the Office of Information 
Technology, contact Tammy Borkowski at (202) 551-7208.

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

[[Page 29943]]

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 April 13, 2015. See Release No. 33-9746 (April 20, 
2015) [80 FR 21649].
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    The revisions to the Filer Manual reflect changes within Volume I 
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version 
21 (May 2015), and Volume II entitled EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 31 (May 2015). 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. 33-9746 in which we implemented EDGAR 
Release 15.1. For additional history of Filer Manual rules, please 
see the cites therein.
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    The EDGAR system will be upgraded to Release 15.1.1 on May 11, 2015 
and will introduce the following changes:
    EDGAR will be updated to add Regulation A submission form types 
DOS, DOS/A, DOSLTR, 1-A, 1-A/A, 1-A POS, 1-A-W, 1-A-W/A, 253G1, 253G2, 
253G3, 253G4, 1-K, 1-K/A, 1-SA, 1-SA/A, 1-U, 1-U/A, 1-Z, 1-Z/A, 1-Z-W, 
and 1-Z-W/A.
    New filers will now be able to select the ``Regulation A'' option 
on the Form ID application to indicate that they are submitting an 
application for EDGAR access to file draft offering statements. If 
filers have an assigned Central Index Key (CIK), they must use the 
existing CIK to file draft offering statements.
    Regulation A submission form types can be accessed from the ``File 
Regulation A Forms'' screen. This screen can be accessed by selecting 
the `Regulation A' or `Draft Offering Statement' link on the EDGAR 
Filing Web site. Alternatively, this screen can be accessed by 
selecting the `REG A' link on the ``EDGARLink Online Submission Type 
Selection'' screen.
    Issuers who qualify to submit draft offering statements under 
Regulation A must prepare and submit their draft offering statements 
using submission form types DOS and DOS/A. Issuers must submit 
correspondences related to draft offering statements using the 
submission type, ``Draft Offering Statement Letter'' (DOSLTR).
    Issuers who submit draft offering statements for non-public review 
will have the ability to publicly disseminate previously submitted 
drafts by selecting the `Disseminate Draft Offering Statement' link on 
the ``File Regulation A Forms'' screen of the EDGAR Filing Web site.
    Issuers may construct XML submissions for Regulation A submission 
form types with the exception of DOS, DOS/A, and DOSLTR. Issuers must 
follow the ``EDGARLink Online XML Technical Specification'' document to 
construct XML submissions for submission form types 1-A-W, 1-A-W/A, 1-
SA, 1-SA/A, 1-U, 1-U/A, 253G1, 253G2, 253G3, 253G4, 1-Z-W, and 1-Z-W/A. 
Issuers must follow the ``EDGAR REG A XML Technical Specification'' 
document to construct XML submissions for submission form types 1-A, 1-
A/A, 1-A POS, 1-K, 1-K/A, 1-Z, and 1-Z/A. The Technical Specification 
documents are available on the SEC's Public Web site (http://www.sec.gov/info/edgar.shtml).
    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.
    The updated EDGAR Filer Manual will be available for Web site 
viewing and printing; the address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. You may also 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., Washington, 
DC 20549, on official business days between the hours of 10:00 a.m. and 
3:00 p.m.
    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 May 26, 2015. 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 
15.1.1 is scheduled to become available on May 11, 2015. 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 updated EDGAR Filer Manual, Volume I: ``General 
Information,'' Version 21 (May 2015). The requirements for filing on 
EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 31 (May 2015). Additional provisions 
applicable to Form N-SAR filers are set forth in the EDGAR Filer 
Manual, Volume III: ``N-SAR Supplement,'' Version 4 (October 2014). All 
of these provisions have been incorporated by reference into the Code 
of Federal Regulations, which action

[[Page 29944]]

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. 
The EDGAR Filer Manual is available for Web site viewing and printing; 
the address for the Filer Manual is http://www.sec.gov/info/edgar.shtml. 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., Washington, DC 20549, on 
official business days between the hours of 10:00 a.m. and 3:00 p.m. 
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: May 18, 2015.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. 2015-12566 Filed 5-22-15; 8:45 am]
 BILLING CODE 8011-01-P