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EDGAR Release 8.10
EDGARLink Filer Manual
Volume I
EDGAR
ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL
February 2005
Notice
Use this EDGAR® Filer Manual when making electronic filings with the United States Securities
and Exchange Commission (SEC or "Commission"). See Rule 301 of Regulation S-T.
The EDGAR Filer Manual consists of three volumes: EDGARLink Filer Manual (Volume I)
discusses the requirements for submitting EDGAR filings. N-SAR Supplement Filer Manual
(Volume II) discusses the N-SAR application. OnlineForms Filer Manual (Volume III) discusses
the requirements for submitting online filings.
The EDGAR® Release 8.10 EDGARLink Filer Manual (Volume I) of the EDGAR® Filer Manual is
effective on:
February 7, 2005
________________________________________________________
For up-to-date information regarding filing-related topics, consult our EDGAR Database website
(http://www.sec.gov), the EDGAR Filing website (https://www.edgarfiling.sec.gov), and the
EDGAR Company Database (http://www.edgarcompany.sec.gov).
________________________________________________________
EDGAR® and EDGARLink® are registered trademarks of the Securities and Exchange
Commission. All other product brand names mentioned in this Filer Manual are trademarks or
registered trademarks of their respective holders.
Note: New EDGAR software releases include modifications to the EDGARLink software and
EDGAR submission templates. Please download, install, and use the new EDGARLink
software and submission templates to ensure that submissions will be processed
successfully.
Preface
Welcome to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the U.S.
Securities and Exchange Commission (SEC). EDGAR provides an electronic filing process for
filers and filing agents submitting documents under the Securities Act of 1933, the Securities
Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Trust Indenture Act
of 1939, and the Investment Company Act of 1940 (collectively, "Acts"). This manual explains
how you can file electronically with the SEC.
The SEC accepts electronic submissions through the Internet, direct dial through modems, or by
direct telephone transmission. EDGAR will verify filer identification, check that required
information is present, then store and disseminate that information. You may view electronically
submitted filings on EDGAR workstations in the SEC's Public Reference Room in Washington,
DC, through commercial dissemination services, or using the SEC's website on the World Wide
Web (http://www.sec.gov).
What Filings Are on EDGAR?
You will find almost all filings by domestic and foreign companies and third party schedules
such as Schedules 13D, on EDGAR. Companies can submit certain filings (e.g., Forms 11-K,
and Forms 144) either electronically or on paper. Beginning November 4, 2002, you also will
find most registration statements, reports and other documents filed by foreign private issuers
and foreign governments on EDGAR. Prior to that time, electronic filing by foreign entities was
voluntary.
Rules Governing Forms and Filing Information
EDGAR provides you with an electronic way to submit information to us. It does not change the
content of what you submit. Regulation S-T mandates electronic submissions of filings by all
domestic and foreign registrants. Regulation S-T also provides the general requirements and
procedures for electronic filing. You may find copies of Regulation S-T in the Federal Register
and the Code of Federal Regulations (17 CFR Part 232) in our Public Reference Rooms. You
will also find Regulation S-T under the Division of Corporation Finance area on the SEC's
website (www.sec.gov) under Forms and Associated Regulations, EDGAR.
We have identified the following other laws and releases that affect electronic filing. You may
obtain copies of this material from our SEC website (www.sec.gov).
Securities and Exchange Commission Authorization Act of 1987 -- Public Law 100-181
(December 4, 1987). (Section 35A of Securities Exchange Act of 1934.)
February 2005
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Filer Manual (Volume I)
Releases:
33-8496
XBRL Voluntary Financial Reporting Program on the EDGAR
System
Issued 9/27/04
Effective (Proposed
Rule)
(69 FR 59094)
34-50486
Issued 10/04/04
Effective 11/08/04
(69 FR 60287)
Proposed Rule Changes of Self-Regulatory Organizations
33-8410
Issued 4/21/04
Effective 4/26/04
(69 FR 22704)
Mandated Electronic Filing for Form ID
33-8401
Issued 3/16/04
Effective TBD
(69 FR 13690)
Rulemaking for EDGAR System
(proposal for identification of investment company series and
classes (contracts); additional mandatory electronic filings for
investment companies; and technical amendments)
33-8230
Mandated Electronic Filing and Website Posting for Forms 3, 4,
and 5
Issued 5/7/03
Effective 6/30/03
(68 FR 25787)
33-8170
Mandated Electronic Filing and Website Posting for Forms 3, 4,
and 5
34-47069
35-27627
Issued 12/27/02
33-8009
Issued 5/14/02
Effective 5/24/02
and 11/4/02
(67 FR 36677)
Mandated EDGAR Filing for Foreign Issuers.
33-8007
Issued 9/17/01
Updated version of the EDGARLink software.
EDGAR Release 8.10 EDGARLink
Filer Manual (Volume I)
ii
February 2005
(66 FR 49829)
33-7999
Issued 7/30/01
(66 FR 42941)
Next stage of EDGAR Modernization.
33-7933
Issued 1/16/01
Effective 2/02/01
(66 FR 8764)
Next stage of EDGAR Modernization.
33-7855
Issued 4/24/00
Effective 5/30/00
Effective 7/10/00
Effective 1/1/01
(65 FR 24788)
Rules for the next stage of EDGAR Modernization.
33-7789
Issued 1/20/00
Effective 1/24/00
(65 FR 3123)
Adopted updated filing form types in Filer Manual.
33-7755
Issued 10/07/99
Effective 10/16/99
(64 FR 56430)
CompuServe discontinued electronic mail service.
33-7684
Issued 5/17/99
Effective 6/28/99
(64 FR 27888)
Rules for the first stage of EDGAR modernization adopted.
34-40934
Issued 1/12/99
Compliance date
4/1/99
(64 FR 2834)
Electronic filing of Form 13F made mandatory.
33-7472
Commission will no longer accept, in paper, filings required to
be submitted electronically, except in a hardship situation.
Diskette submissions not accepted.
Financial Data Schedule requirement removed.
Issued 10/24/97
Effective 1/1/98
(62 FR 58647)
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33-7427
Minor and technical rule amendments, including the elimination
of transition rules applicable to the phase-in period.
Issued 7/1/97
(62 FR 36450)
33-7122
Rules and phase-in schedule made final. Final phase-in lists
published. Minor rule amendments adopted
Issued 12/19/94
(59 FR 67752)
33-6977
Interim rules applicable to electronic filing in general, and
specifically to the Division of Corporation Finance filers.
Issued 2/23/93
(58 FR 14628)
IC-19284
Issued 2/23/93
(58 FR 14848)
35-25746
Issued 2/23/93
(58 FR 14999)
Interim rules specific to investment companies.
33-6980
Rules relating to payment of filing fees to the SEC's lockbox in
Pittsburgh, Pennsylvania.
Interim rules specific to public utility holding companies.
Issued 2/23/93
(58 FR 15009)
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Table of Contents
1.
INTRODUCTION TO THE FILER MANUAL AND EDGAR ..................................... 1-1
1.1
Organization of this Manual ........................................................................................ 1-1
1.1.1
1.2
Conventions Used in the Filer Manual ................................................................................................1-3
The EDGAR Filer Interface Updates ........................................................................... 1-3
1.2.1
Release 8.10 EDGARLink Templates and Filing Website Updates ...................................................1-4
1.2.2
Modernized EDGARLink ...................................................................................................................1-4
1.2.3
EDGAR Filing Website ......................................................................................................................1-4
1.2.4
Web Browser ......................................................................................................................................1-5
1.2.5
Filing Transmission Methods ..............................................................................................................1-5
1.2.6
Changing Company Information .........................................................................................................1-6
1.2.7
Viewing Submission Status .................................................................................................................1-6
1.2.8
Downloading Return Copies ...............................................................................................................1-6
1.3
Preparing to Become an EDGAR Filer ........................................................................ 1-6
1.3.1
Filing a Form ID with the SEC to Get Your Access Codes ................................................................1-7
1.3.2
EDGAR Hardware and Software Requirements ...............................................................................1-10
1.3.3
Receiving E-Mail Status of Filings from the SEC.............................................................................1-13
1.3.4
Properly Prepare and Maintain Documents and Software.................................................................1-14
1.4
How to Obtain the EDGAR Filer Manual, Modernized EDGARLink, and N-SAR
Software ................................................................................................................................. 1-14
1.4.1
Hours of Operation ...........................................................................................................................1-15
1.4.2
Filing Date of Electronically Transmitted Submissions ....................................................................1-15
1.4.3
Where to Send Paper Filings.............................................................................................................1-16
1.5
2.
3.
Getting Help with EDGAR ........................................................................................ 1-16
1.5.1
Getting Help with the Content of Filings or Exemptions/Adjustments .............................................1-16
1.5.2
Frequently Asked Questions .............................................................................................................1-17
CERTIFICATES ................................................................................................................ 2-1
GETTING STARTED USING MODERNIZED EDGARLINK.................................... 3-1
3.1
Introduction to Web Browsers ..................................................................................... 3-1
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3.1.1
3.2
3.2.1
3.3
Accessing EDGAR ...................................................................................................... 3-2
Login to EDGAR ................................................................................................................................3-2
Navigating EDGAR ..................................................................................................... 3-5
3.3.1
Information Exchange .........................................................................................................................3-6
3.3.2
Downloads ..........................................................................................................................................3-7
3.4
4.
Browser Differences ...........................................................................................................................3-1
Installing the Modernized EDGARLink Software ....................................................... 3-8
3.4.1
Directory Structure..............................................................................................................................3-9
3.4.2
Version Verify ..................................................................................................................................3-10
3.4.3
Downloading the Submission Templates ..........................................................................................3-12
3.4.4
Downloading the Fee Rate Table ......................................................................................................3-15
3.4.5
EDGARLink Support ........................................................................................................................3-16
PREPARING EDGAR DOCUMENTS ............................................................................ 4-1
4.1
Introduction .................................................................................................................. 4-1
4.2
Terminology ................................................................................................................. 4-1
4.3
ASCII ........................................................................................................................... 4-4
4.3.1
Character Code Requirements Differ by Submission Medium ...........................................................4-4
4.3.2
EDGAR Recognizes a Limited Set of Keyboard Characters ..............................................................4-4
4.3.3
Why the EDGAR System Recognizes Only Standard Character Sets .................................................4-6
4.3.4
How the Requirement for ASCII Affects Word Processing ................................................................4-6
4.3.5
About HTML ......................................................................................................................................4-6
4.3.6
About PDF ..........................................................................................................................................4-7
4.3.7
Common Symbols that EDGAR Does Not Recognize ........................................................................4-7
4.3.8
System Inserts "^" For Unrecognized Characters ...............................................................................4-7
4.4
Information on Headers ............................................................................................... 4-7
4.4.1
Description of Headers .......................................................................................................................4-8
4.4.2
How Submission Information is Used .................................................................................................4-8
4.4.3
Description of ASCII/SGML Tags .....................................................................................................4-8
4.4.4
Tag Construction.................................................................................................................................4-8
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4.4.5
How Tags are Used .............................................................................................................................4-9
4.4.6
Categories of Fields in Submission Templates ...................................................................................4-9
4.4.7
Field Values are Filer-Supplied Information.......................................................................................4-9
4.5
Submission Login ...................................................................................................... 4-10
4.5.1
Login Identification ..........................................................................................................................4-10
4.5.2
Test and Live Tags ............................................................................................................................4-10
4.6
Tags Used Within a Document .................................................................................. 4-11
4.7
Non-Public and Confidential Information ................................................................. 4-14
4.8
Filing on Behalf of More than One Entity ................................................................. 4-14
4.9
Correspondence Submissions and Documents .......................................................... 4-15
4.9.1
How To Create a Correspondence Document ...................................................................................4-15
4.10
Correct Suspended Filings ......................................................................................... 4-15
4.11
N-SAR Documents .................................................................................................... 4-16
4.12
Formatting Tables Wider than 80 Characters ............................................................ 4-16
4.12.1
Guidelines for Presentation of Tables ..........................................................................................4-16
4.12.2
Table Tags....................................................................................................................................4-17
4.12.3
Formatting Examples of Wide Tables ..........................................................................................4-18
4.13
Using the Module Capability of EDGAR .................................................................. 4-20
4.13.1
EDGAR Definition of a Module ..................................................................................................4-20
4.13.2
How EDGAR Handles Modules ..................................................................................................4-21
4.13.3
Structure of a Module Submission ...............................................................................................4-22
4.13.4
How to Refer to a Module in a Subsequent Submission ..............................................................4-22
4.14
Submitting Filings in Segments ................................................................................. 4-22
4.14.1
How Segment Filings Work .........................................................................................................4-23
4.14.2
Segment Test Submissions ...........................................................................................................4-23
4.14.3
Segment Filing Requirements ......................................................................................................4-23
4.14.4
Segment Naming Conventions .....................................................................................................4-23
4.14.5
How EDGAR Handles Segments .................................................................................................4-24
4.14.6
Errors in Segments .......................................................................................................................4-25
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4.14.7
Examples of Segment Tagging within a Submission Document ..................................................4-25
4.15
Submitting Reports on Form 13F .............................................................................. 4-25
4.16
Submitting EU-1 Documents ..................................................................................... 4-25
4.17
Combining Selected Williams Act Filings into a Single Submission........................ 4-26
4.18
Submitting Form 8-K with Combined Submission ................................................... 4-26
4.19
Signatures to be Typed ............................................................................................... 4-28
4.19.1
Statutory Signatures .....................................................................................................................4-28
4.19.2
Powers of Attorney and Consents of Experts ...............................................................................4-28
4.19.3
Signatures for Form ID Applications ...........................................................................................4-28
4.20 Filing Fees .................................................................................................................. 4-29
5. PREPARING AND TRANSMITTING SUBMISSIONS TO EDGAR .......................... 5-1
5.1
Introduction .................................................................................................................. 5-1
5.2
The Modernized EDGARLink Software Program ....................................................... 5-1
5.2.1
Preparing Your Modernized EDGARLink Submission ......................................................................5-1
5.2.2
Modernized EDGARLink Attributes ..................................................................................................5-2
5.2.3
EDGAR Filing Website Attributes .....................................................................................................5-2
5.3
5.3.1
5.4
5.4.1
5.5
Explanation of General Submission Requirements ..................................................... 5-2
Modernized EDGARLink Submission Preparation Map ....................................................................5-3
Sequence of Events for Creating a Submission ........................................................... 5-4
Naming Conventions...........................................................................................................................5-6
Modernized EDGARLink Submission Templates....................................................... 5-7
5.5.1
Submission Template Overview .........................................................................................................5-7
5.5.2
Using Submission Templates ..............................................................................................................5-7
5.5.3
Downloading Submission Templates ..................................................................................................5-8
5.5.4
Opening Submission Templates ........................................................................................................5-10
5.5.5
Submission Template Structure ........................................................................................................5-11
5.5.6
Completing Submission Templates ...................................................................................................5-20
5.5.7
Documents List Page Overview ........................................................................................................5-21
5.5.8
Submission Documents .....................................................................................................................5-23
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5.5.9
Notification .......................................................................................................................................5-28
5.5.10
Module and Segment Referencing ...............................................................................................5-30
5.5.11
Fee Offsets Page Overview ..........................................................................................................5-32
5.5.12
Fee and Offering Information Page for Offering Submissions .....................................................5-33
5.5.13
Fee and Offering Information Page for Form 24F-2 Submissions ...............................................5-37
5.6
Modules and Segments .............................................................................................. 5-39
5.6.1
Type 1 Modules and Segments .........................................................................................................5-40
5.6.2
Type 2 Modules and Segments .........................................................................................................5-40
5.7
Bulk Filing ................................................................................................................. 5-42
5.8
Saving Your Submission............................................................................................ 5-44
5.8.1
5.9
Using Modernized EDGARLink.......................................................................................................5-44
Validating Your Submission ...................................................................................... 5-45
5.9.1
Field Validation ................................................................................................................................5-45
5.9.2
Document Validation ........................................................................................................................5-45
5.9.3
Submission Validation ......................................................................................................................5-48
5.10
Editing Your Submission ........................................................................................... 5-49
5.10.1
Submission Errors ........................................................................................................................5-50
5.10.2
Document Errors ..........................................................................................................................5-50
5.10.3
Signing Submissions Digitally .....................................................................................................5-50
5.11
Transmissions to EDGAR.......................................................................................... 5-53
5.11.1
Transmitting Single Submissions .................................................................................................5-53
5.11.2
Transmitting Modules and Segments ...........................................................................................5-55
5.11.3
Transmitting Bulk Filings ............................................................................................................5-55
5.11.4
Test Submissions ..........................................................................................................................5-55
5.12
Filing Website Help ................................................................................................... 5-57
5.12.1
6.
Modernized EDGARLink Help....................................................................................................5-57
ADDITIONAL MODERNIZED EDGARLINK FEATURES ....................................... 6-1
6.1
Accessing Submission and Company Information ...................................................... 6-1
6.2
Submission Information ............................................................................................... 6-2
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6.2.1
6.3
6.3.1
6.4
Retrieving Submission Notification ....................................................................................................6-3
Retrieve Company Information.................................................................................... 6-5
Edit Company Information .................................................................................................................6-7
Retrieve Module/Segment Information ..................................................................... 6-10
6.4.1
Module Information ..........................................................................................................................6-10
6.4.2
Segment Information.........................................................................................................................6-13
6.5
Return Copy Support ................................................................................................. 6-14
6.5.1
Requesting a Return Copy ................................................................................................................6-14
6.5.2
Retrieve Return Copies .....................................................................................................................6-14
6.6
Series and Classes (Contracts) Information ............................................................... 6-16
6.7
Change Login Password or CCC ............................................................................... 6-16
6.7.1
Changing Your Password ..................................................................................................................6-17
6.7.2
Changing Your CCC (CIK Confirmation Code) ...............................................................................6-18
6.8
Logging in with (Enter) a Different CIK ................................................................... 6-20
7. PREPARING SUBMISSION DOCUMENTS WITHOUT MODERNIZED
EDGARLINK ...................................................................................................................... 7-1
7.1
Reduced Content Documentation ................................................................................ 7-1
8. INSTRUCTIONS FOR ATTACHING HTML DOCUMENTS TO ELECTRONIC
SUBMISSIONS ................................................................................................................... 8-1
8.1
Overview ...................................................................................................................... 8-1
8.2
Acceptable HTML Document Tags ............................................................................. 8-3
8.3
Acceptable HTML Tags within a Document Body ..................................................... 8-4
8.4
HTML Tags that are NOT Supported by EDGAR ...................................................... 8-6
8.5
Acceptable Attributes for EDGAR HTML Tags ......................................................... 8-6
8.6
Extended Character Sets within HTML Documents.................................................... 8-8
8.7
Template for an Attached HTML Document ............................................................. 8-10
8.8
ASCII or SGML Functionality to be Preserved within HTML Documents .............. 8-10
8.9
ASCII or SGML Functionality Not Supported within HTML Documents................ 8-11
8.10 SEC Recommendations on Preparing Submissions with HTML Documents ........... 8-12
A. SUBMISSION TYPES ACCEPTED FOR ELECTRONIC FILING ........................... A-1
B. EDGAR SUBMISSION TEMPLATES ............................................................................B-1
C. ACCEPTABLE VALUES FOR CERTAIN EDGAR DATA FIELDS ......................... C-1
D. MESSAGES REPORTED BY EDGAR .......................................................................... D-1
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E. FILING FEE INFORMATION .........................................................................................E-1
F. FORMS FOR ELECTRONIC FILING ........................................................................... F-1
G. GLOSSARY OF COMMONLY USED TERMS, ACRONYMS, AND
ABBREVIATIONS ............................................................................................................ G-1
H. FORM 13F SPECIAL ELECTRONIC FILING INSTRUCTIONS ............................. H-1
I. INSTRUCTIONS FOR ATTACHING UNOFFICIAL PDF DOCUMENTS TO
ELECTRONIC SUBMISSIONS ........................................................................................ I-1
J. SERIES AND CLASSES (CONTRACTS) INFORMATION PAGE ............................ J-1
K. APPLYING FOR ACCESS TO EDGAR ........................................................................ K-1
L. INSTRUCTIONS FOR ATTACHING UNOFFICIAL XBRL DOCUMENTS TO
ELECTRONIC SUBMISSIONS .......................................................................................L-1
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1. INTRODUCTION TO THE FILER MANUAL AND EDGAR
1.1 Organization of this Manual
This volume is divided into chapters and appendices. The paragraphs and subparagraphs are
numbered for easy reference (e.g., 1.2, 2.6.1). When necessary, chapters have been further
divided into Sections (e.g., 4-A).
The chapters of this volume primarily refer to the preparation of EDGAR submissions. From
this point forward, when we reference EDGARLink, we are referencing the Modernized
EDGARLink submission assembler for Modernized EDGAR.
Chapter 8 describes the characteristics and limitations of Hypertext Markup Language (HTML)
documents. Appendix I describes the characteristics and limitations of Portable Document
Format (PDF) documents.
The following outline shows you where to find information in this volume. An index is also
provided at the end of this document.
CHAPTER 1 -- Introduction to the Filer Manual and EDGAR
CHAPTER 2 -- Certificates
CHAPTER 3 -- Getting Started Using Modernized EDGARLink
CHAPTER 4 – Preparing EDGAR Documents
CHAPTER 5 -- Preparing and Transmitting Submissions to EDGAR
CHAPTER 6 -- Additional Modernized EDGARLink Features
CHAPTER 7 -- Preparing Submission Documents without Modernized EDGARLink
CHAPTER 8 -- Instructions for Attaching HTML Documents to Electronic Submissions
APPENDICES:
A
Submission Types Accepted for Electronic Filing
This appendix provides EDGAR submission types given to each SEC form or rule that
requires a filing. It also references Appendix B, which provides examples of templates
containing information that must accompany each submission.
B
EDGAR Submission Templates
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This appendix provides a list of submission templates and the submission types within
each submission template. It also contains sample submission template information.
C
Acceptable Values for Certain EDGAR Data Fields
EDGAR recognizes specific values for certain fields in each submission template. This
appendix lists the values you must provide in the specified format.
D
Messages Reported by EDGAR
This appendix provides information on acceptance, suspension, and EDGAR error
messages, including all HTML/PDF error messages.
E
Filing Fee Information
This appendix provides information on how to use FEDWIRE to create, maintain, and
transfer filing fees into an electronic Lockbox.
F
Forms for Electronic Filing
Form ID
Form SE
Form TH
G
Uniform Application for Access Codes to File on EDGAR
Form for Submission of Paper Format Exhibits by Electronic Filers
Notification of Reliance on Temporary Hardship Exemption
Glossary of Commonly Used Terms, Acronyms, and Abbreviations
This glossary contains terms acronyms, and abbreviations used in the Filer Manual, on
EDGARLink, and the Filing website.
H
Form 13F Special Electronic Filing Instructions
This glossary contains the rules and template for submitting a Form 13F.
I
Instructions for Attaching Unofficial PDF Documents to Electronic Submissions
This appendix provides information to help you create and attach SEC-acceptable PDF
documents.
J
Series and Classes
This appendix provides information for investment company entities on how to enter
series and classes (contracts) information in order to establish identifiers and how to
maintain series and classes (contracts) information.
K
Applying for EDGAR Access (Electronic Form ID)
This appendix provides information to help you obtain password and access codes for the
EDGAR system.
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Instructions for Attaching Unofficial XBRL Documents to Electronic Submissions
This appendix provides an overview of XBRL and instructions for attaching unofficial
XBRL documents to electronic submissions.
1.1.1 Conventions Used in the Filer Manual
As you read this volume you should notice attributes assigned to certain types of text:
Instructions to press a key on a keyboard or click a button on the screen appear in
square brackets and in title case:
Press [Enter]
Click [Module/Segment]
Titles of check, dialog, and list boxes, fields, functions, options, processes,
queries, reports, pages, tables and windows appear in title case:
Submission Type list box
Name field
Company Information query
Return Copy check box
Menus, menu options, radio buttons, and statuses appear in title case and have
double quotation marks around them:
“Test Filing” radio button
from the “Edit” menu, select “Copy”
“Busy” status
Directories and file names appear bolded:
the C:\temp directory
click on the EDGARInstaller.exe icon
Keystroke combinations appear between less-than and greater-than brackets and
in upper case:
<ALT-TAB>
<CTRL-C>
Internet Hyperlinks appear underlined:
Home
1.2 The EDGAR Filer Interface Updates
This section highlights the EDGAR Filer Interface, EDGARLink and the Filing website changes
for the various releases since we implemented the Modernized system.
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1.2.1 Release 8.10 EDGARLink Templates and Filing Website Updates
In February 2005, EDGAR Release 8.10 introduces the following changes:
For submission form types 485BPOS and 486BPOS, the filer is now required to
enter an Effectiveness Date.
Added new Exhibit EX-99.Rule23C1 for Form N-CSR.
Submission form types N-23C-1 and N-23C-1/A have been rescinded.
Submission form type 25 has changed. It is now filed by issuer to voluntarily
withdraw a class of securities from listing and registration on a national securities
exchange and is now required to be filed electronically.
Note: Changes for Submission types 25 and 25/A are to be used only in the event
the SEC adopts the rule on mandatory electronic filing of the forms by issuers.
The implementation date will be provided within the adopting release. (See
Release No. 34-49858 (June 15, 2004) [69 FR 34860])
The list of Self-Regulatory Organizations in Appendix C.1.5 has been updated to
show the name change of Cincinnati Stock Exchange to National Stock Exchange.
1.2.2 Modernized EDGARLink
When you compile your submission using EDGARLink, you will use the Template Viewer, a
Windows application that is based on templates. These templates help you create and merge the
different parts of your submission. You can download these templates from the EDGAR Filing
website to your PC and work with them without being connected to the Internet or to EDGAR.
These templates have fields where you enter information, such as form type, CIK, CCC, SROS,
document/module/segment file names, and e-mail addresses. There are a number of templates
based on the types of submissions, like a 10-Q or SC 13G. Before transmitting your submission,
you should error check it with Modernized EDGARLink and save it to your PC hard drive. Once
you enter all of the information needed and attach your documents, it is ready for transmission to
EDGAR.
Modernized EDGAR and EDGARLink have not changed the process of creating Investment
Management Semi-annual Report (N-SAR) documents. You can reference information on
creating N-SAR submissions in the EDGAR N-SAR Supplement Filer Manual (Volume II).
1.2.3 EDGAR Filing Website
Use the Filing website to communicate with EDGAR. It is like many other websites that you
now visit, and uses the same browser-based application software and transmission methods as
those other sites. If you can communicate with other websites, then you will probably be able to
reach EDGAR with little or no changes to your hardware or software configurations. You can
reach this website by using the Filing website Universal Resource Locator (URL) which is
(https://www.edgarfiling.sec.gov).
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Note: Please remember to enter https. You will not be able to access the Filing website without
the "s" designation.
We require that your browser support Java script and we recommend that you accept browser
“cookies” when accessing this website. The EDGAR software contains functions that allow us
to remind you if you need to update your software depending upon the last time you visited the
Filing website. This information is recorded in your browser cookies.
1.2.4 Web Browser
EDGAR and the Filing website only work with the two industry standard web browsers. We
recommend you use Netscape version 4.0 or later, or Internet Explorer version 5.0 or later. The
use of browsers is discussed in Chapter 3.
Note: The Filing website is incompatible with Netscape version 6.0.
1.2.5 Filing Transmission Methods
Redesigning the way you transmit filings is one of the steps that we took to modernize EDGAR.
You are able to use the industry standard methods for transmission that come with your operating
system. You have three transmission options; the first is to access EDGAR through the Internet.
It is your decision as to the best means to access the Internet. EDGAR accepts transmissions
from any Internet source, so you can decide which Internet Service Provider (ISP) best suits your
needs.
The second option is through direct dial telecommunications lines using your modem. In using
any of the Windows-based operating systems, this is commonly referred to as direct dial
networking. You will setup Windows to use direct dial networking using a Point-to-Point
Protocol (PPP) application. You will also be asked to provide a telephone number. To direct
dial Modernized EDGAR, use 703-914-7140 as the telephone number. All EDGAR modems
associated with this telephone number are configured to accept the direct dial transmissions. Use
this telephone number for direct dial access only.
When you use the direct dial option, you are restricted to website links only on the Filing
website.
Before you connect to EDGAR, you are prompted for a user name/password to access the
EDGAR system. Please use edgar/filing as the user name/password combination. For more
information please refer to Chapter 3, Section 3.2.1.
The third option is to connect using a Leased Line. This method is commonly used by bulk
filers, and arrangements must be made to set up each user; refer to Chapter 5, Section 5.11.
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1.2.6 Changing Company Information
It is the obligation of the registrant to keep the company information on EDGAR current
and valid. All changes to your company information are made immediately except for changes
to your company's name. Our Filer Support staff needs to review any change to your company's
name. For details on changing your company information, please refer to Chapter 6, Section
6.3.1, Company Information Update.
You now change your CIK Confirmation Code (CCC) and password using the Filing website.
For more information on changing your password and CCC, please refer to Chapter 6, Sections
6.7.1 and 6.7.2.
1.2.7 Viewing Submission Status
Filers may access the Filing website to check on the status of their submissions; see Chapter 6,
Section 6.2. You may still choose to use e-mail for your submission confirmation, but
Modernized EDGAR has added this alternate method for getting information on your submission
status. You will only be permitted to view the status of submissions that you have submitted.
1.2.8 Downloading Return Copies
Requested Return Copies can be downloaded from the Filing website; see Chapter 6, Section 6.4.
1.3 Preparing to Become an EDGAR Filer
To become an EDGAR filer, you must:
Obtain EDGAR-compatible hardware (computer equipment) and software;
Section 1.3.2.
Secure an ISP for access to the Internet, or configure your Windows OS and
modem for direct dial (PPP).
Submit an electronic Form ID application and accompanying notarized
authenticating documentation to the SEC (refer to Appendix K of this document
for more information). You cannot access the EDGAR Filing website until the
SEC accepts your Form ID application.
Generate EDGAR access codes (refer to Appendix K of this document for more
information). You cannot access the EDGAR Filing website without EDGAR
access codes.
Download Modernized EDGARLink software and templates; see Chapter 3.
Install Modernized EDGARLink software on your PC; see Chapter 3.
Properly prepare and maintain documents and software; Section 1.3.2.
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1.3.1 Filing a Form ID with the SEC to Get Your Access Codes
Before you can use the EDGAR system, you must submit a Form ID application to be accepted
as an EDGAR filer (refer to Appendix K for more information). An EDGAR filer can be a
registrant, a third-party non-registrant filer, a third-party agent filing for another individual or
entity, or a training agent. EDGAR filers may send submissions on their own behalf or use a
filing agent. Training agents may only send test submissions. A duly authorized person, such
as a partner, president, treasurer, corporate secretary, officer, or director, must sign the
Form ID. Section 16 filers may have someone with their power of attorney sign the Form
ID. Filing agents such as financial printers cannot sign this Form on behalf of the issuer unless
they are specifically authorized to do so in writing. The documentation should accompany the
Form ID.
As an applicant for EDGAR access codes, you must indicate whether you are a filer, filing agent,
or training agent as defined in Part I of the Form ID General Instructions. If you plan to file on
EDGAR in more than one capacity, a separate Form ID must be completed and submitted for
each capacity. For example, if you want to make EDGAR submissions as a registrant, and as a
filing agent, and as a training agent, you must submit a separate Form ID for each filing capacity.
You will receive three separate sets of CIKs and access codes.
It is mandatory to include the registrant’s Tax Identification Number (TIN) when we establish
domestic companies. This is for companies only, not individuals. If you do not have your TIN
when you submit your initial Form ID, you may add it to the EDGAR database by going to the
EDGAR Filing website and add it to your company’s information.
You must file your Form ID application electronically via the EDGAR Filer Management
website, and you must fax the required notarized authenticating documentation to the SEC.
Intentional misstatements or omissions of facts constitute federal criminal violations. See 18
U.S.C. 1001.
Appendix K of this volume contains instructions regarding how to do this. Appendix F of this
volume contains a copy of the paper Form ID, but it is for reference only; you cannot submit a
paper Form ID. You can print various EDGAR-related forms (e.g., Form TH, Form SE) from the
www.sec.gov website. You can also request additional copies from the SEC’s Publications
Office by calling (202) 942-4040, or by making a written request to the following address:
ATTN: Publications Branch
US Securities and Exchange Commission
Mail Stop 3C40
450 5th Street, NW
Washington, DC 20549
You must fax the notarized authenticating documentation associated with your electronic Form
ID to the following office:
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ATTN: Filer Support
(202) 504-2474
or
(703) 914-4240
You may contact Filer Support (202) 942-8900 if you require additional information.
After we accept your Form ID application, you will receive instructions on how to obtain the
following four access codes:
CIK -- Central Index Key:
The CIK is a number that we assign to each entity that submits filings to
us. Use of the CIK allows us to differentiate between filing entities with
similar names. A CIK is used to identify all filers, both EDGAR and nonEDGAR. Individuals should use their own CIK number and password
each time they file with EDGAR, even if their filings relate to different
registrants.
Using the CIK to Login and Identify Submitter Registrants:
The CIK is the one EDGAR access code that is available to the public.
In EDGAR, the CIK is used with a password for login identification
(sometimes referred to as a login CIK). This identifies the submitter,
which could be a registrant, a non-registrant, a filing agent, or a
training agent. The CIK is also used with the CCC in submission
headers to identify the registrant. The CIK is a permanent identifier;
you may not change it. You can login to EDGAR using any valid
CIK-password combination. The login CIK will be part of the
accession number for the submission.
CCC -- CIK Confirmation Code:
The CCC is a code of eight characters having at least one number (0-9)
and at least one special character (@, #, $, *). The CCC is case-sensitive
and you must use it exactly as created, either in upper or lower case.
Because the CCC is case-sensitive, if you use lower case letters when the
CCC is created or changed, you must use lower case letters when entering
the CCC in submission headers. To avoid confusion, we do not use the
number 1 (one), the lower-case letter “l” (el), the number 0 (zero), or the
capital letter O (oh) in assigning codes. We suggest that you also avoid
using these numbers and letters when changing your CCC. You will need
both a CIK and its corresponding CCC to submit a filing.
Releasing the CCC To Filing Agents and Financial Printers:
If you use a filing agent, you may release the CCC to your agent
because you must include a CCC in your submission. When a thirdparty agent submits a filing for you, the agent uses its own login CIK
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and password to establish authorization to make a submission.
However, the agent must use your CIK and CCC in your submission in
order to identify you as the entity for which the submission is being
made.
Changing Your CCC:
Although we initially assign a CCC to you, there will be times when
you should change it. To ensure only you know your CCC, you should
change your CCC (1) before you use EDGAR the first time, and (2)
after a third-party filing agent has used it for a submission on your
behalf. You will find procedures for changing the CCC in Chapter 6.
Password:
The password is a code of eight characters having at least one number (09) and at least one special character (@, #, $, *). The password is casesensitive and you must use it exactly as created, either in upper or lower
case. You use it in combination with a CIK to identify the entity making a
submission. Since a CIK is public information, a second, confidential
code is necessary to ensure that whoever is sending a submission to
EDGAR is authorized to do so. You must enter both a CIK and a
password to access EDGAR. The CIK is public and you may give it and
the CCC to your agent to make submissions on your behalf, but you
should hold the password in strictest confidence.
Changing Your Password:
Although we will assign a password to you, you should change that
password before beginning to use the system. You will find
procedures for changing a password in Chapter 6. To change a
password, you must use a Password Modification Authorization Code
(PMAC). You should change your password periodically. Your
password will expire 12 months after it was created or last
changed. If you are locked out of EDGAR because your password has
expired, you may generate a new set of legacy EDGAR access codes
(PMAC, password, CCC) via the EDGAR Filer Management website
using your passphrase. If you have also forgotten your passphrase, you
must request a new passphrase (also via the EDGAR Filer
Management website) before you can generate a new password. A
request for a new passphrase must be accompanied by authenticating
documentation, and it must be accepted by the SEC, so be sure to keep
your password up to date (refer to Appendix K for instructions on how
to generate a new set of legacy EDGAR access codes and how to
request a new passphrase).
PMAC -- Password Modification Authorization Code:
You must use the PMAC to authorize a change of password. The PMAC
is a code of eight characters having at least one number (0-9) and at least
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one special character (@, #, $, *). The PMAC is case-sensitive and you
must enter it exactly as created, in lower case. We create the PMAC in
lower case only. It is a very private code that we assign and then send to
you, and only one or two persons in an organization should know this
code. To request a new PMAC, you must submit an amended Form ID
marked “Request for New PMAC.” We will process your request and fax
or e-mail the PMAC to you. The CIK is public and you may give it and
the CCC to your agent to make submissions on your behalf, but you
should hold the PMAC in strictest confidence.
Part of the process of submitting an electronic Form ID application is to specify an
EDGAR passphrase:
Passphrase:
The passphrase is used to generate a set of legacy EDGAR access codes
(PMAC, password, CCC). The passphrase follows the PMAC formatting
and usage rules (see above). Because it can be used to generate the legacy
EDGAR access codes, the passphrase is a very sensitive code that should
be strictly controlled. Access to it within your organization should be
extremely limited. As mentioned previously, requesting a new passphrase
must be done via the EDGAR Filer Management website, it must be
accompanied by notarized authenticating documentation, and it must be
accepted by the SEC (refer to Appendix K for instructions on how to
generate a new set of legacy EDGAR access codes and how to request a
new passphrase).
The SEC does not keep these codes on file. It is the responsibility of the individual designated
as the Contact for EDGAR on the Form ID to provide these codes to the EDGAR filing parties,
and to keep the codes secure. Section 16 filers must provide their EDGAR codes to their
EDGAR contact at each of the companies for which they are insiders. Only ONE set of EDGAR
codes will be valid for each individual, so it is essential that all relevant companies be given the
codes. Only one Form ID should be submitted for a registrant.
1.3.1.1 Keep Assigned Access Codes Private
To protect the integrity and security of the data you send, you must limit the number of people
who know your CCC, password and PMAC.
1.3.2 EDGAR Hardware and Software Requirements
You can transmit a submission using the Internet, a direct dial networking transmission via PPP,
or a leased line connection. The following list states the recommended system requirements:
PC with the following:
500+ MHz processor
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Windows 95 version B or higher, 98, 2000, NT, or XP
Note: EDGARLink is not supported on Windows 95
128 MB of RAM recommended; less may cause program or system
performance problems
Hard Drive with 100 MB of disk storage to install the software and
20–30MB of disk storage for submission preparation and transfer
Monitor (color recommended, but not required)
Printer (recommended, but not required)
Internet browser: Netscape Navigator version 4.0 or higher or Internet Explorer
version 5.0 or higher and supporting 128-bit cipher strength. Java should be
enabled in the browser. EDGARLink and the Filing website do not support
Netscape 6.0
Word processing or spreadsheet applications having the option to save documents
as standard ASCII or HTML text
Internet or direct dial access through a telephone/data line and a modem/router. In
some cases, you may need to use a PBX telephone/data line. If you are using a
PBX line, you may need to modify the telephone number that is used for direct
dial connections
We recommend you use the default settings during the EDGARLink install
1.3.2.1 Software Requirements
This section discusses the PC software requirements to use EDGARLink.
1.3.2.1.1
Windows Requirements
To run a standard Web browser and the Modernized EDGARLink application, you will need to
use a 32-bit version of the Windows Operating System. Windows 95 version B or higher, 98,
2000, NT, or XP meets this 32-bit standard (Note: EDGARLink is not supported on Windows
95). If your operating system is something other than Windows, you may be able to access
EDGAR using the Windows emulator. However, the Modernized EDGARLink application was
developed and is certified to run on a PC-based Windows 32-bit platform and is not guaranteed
to run correctly in a non-Windows (i.e., Linux, Macintosh, or OS/2) session. If you have a proxy
server or a firewall you may experience problems downloading EDGARLink.
For more information about installing and using the Web browser and Modernized EDGARLink,
see Chapters 3 and 5.
1.3.2.1.2
Operating Requirements
After installation, Modernized EDGARLink occupies approximately 70 MB of disk space. You
will need additional space for storing the text of submission documents. You also need 10+ MB
of free disk space for Modernized EDGARLink to run.
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Note: You will need at least 20 MB of space on your C: drive, even if you install EDGARLink
on another hard disk, such as your D: drive.
Make sure that your PC has the date and time set correctly. If your PC date and time does not
match EDGAR’s time and date, you could have submission errors. (Open the Control Panel and
double click the Date/Time shortcut).
1.3.2.2 Internet Communication and Direct Dial Connections to EDGAR
To access the Filing website, you must first setup a connection through an Internet Service
Provider (ISP) or use a direct dial (PPP) application. You should be aware that using the Internet
is not without risk. Since many filers use the Internet on a day-to-day basis, they may assume
that this filing path is always available. This is not always the case. Because the Internet
consists of interconnecting communications equipment owned by many different companies and
each essential to the delivery of your communications, the SEC cannot guarantee your Internet
connection.
The SEC has designed the EDGAR system to provide redundancy. If there are problems with the
SEC’s Internet connection we will reroute traffic through other available routes. The newer your
browser and operating system, the more effective your platform may be in sensing those route
changes and responding to them. We recommend upgrading your browser and operating system
to configurations that take advantage of more modern Internet technologies. We have tested the
following configurations:
Windows 2000 with Internet Explorer 5.0 and 5.01
Windows NT 4.0 (Service Pack Six) with Internet Explorer 5.003
There are also other methods you should use to ensure the delivery of your filing. If your filing is
critical, allow for potential Internet system outages by making your filing early. If this is not
possible, then a backup transmission plan is essential. Keep a modem so that you can make use
of the direct dial (PPP) lines. If you don’t want to use a modem when there is an Internet outage,
then consider having lines from more than one Internet Service Provider or multiple path lines
from a single service provider.
Use your Internet browser, Netscape, or Internet Explorer, to access EDGAR by entering the
Filing website URL: https://www.edgarfiling.sec.gov in the address location field or in the Open
Location window.
When you log into the EDGAR Filer Web page you can download form type templates, transmit
electronic submissions, or otherwise communicate with EDGAR. Anyone with a CIK and
password with the necessary requirements can download the Modernized EDGARLink software
and submission templates.
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1.3.2.3 Legacy Transmissions
Legacy Transmission support has been discontinued, including EDGARLink for DOS, Kermit,
and X-modem. The FTP filers have been switched to Leased Lines.
1.3.3 Receiving E-Mail Status of Filings from the SEC
You can receive acceptance or suspense messages to an Internet electronic mail (e-mail) address;
see Chapter 5. Notifications and requested Return Copies are available on the Filing website; see
Chapter 6.
You cannot be sure EDGAR has accepted your submission unless you receive an acceptance
message. You have not made an official filing unless your acceptance message includes a filing
date. See Appendix D for more information.
The Filing website provides a quick way to check the status of your submission. Log into the
website and query for information on your submission, see Chapter 6.
1.3.3.1 How EDGAR Uses the Internet for E-Mail
If you use the Notification page on your submission template to list additional e-mail addresses,
EDGAR will forward acceptance and suspense messages to all specified e-mail addresses. As an
EDGAR filer, you are entirely responsible for setting up a valid Internet address through an ISP.
Internet access rates vary per ISP.
Please note the following information about the EDGAR Internet services:
With an Internet address, you can receive timely information regarding the
acceptance or suspension of your filing
You must use the Notification page for all filer-directed notifications for a specific
filing
The following information will not appear in Internet notifications for TEST or
SUSPENDED LIVE filings:
Subject-Company Name
Subject-Company CIK
Form Type
Note: When you download your notifications from the Filing website, the SubjectCompany Name, CIK, and Form Type appears in the body of the notice.
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All Internet addresses have a maximum length of 80 characters. Only valid
EDGAR characters are accepted for Internet addresses. We also recommend that
you do not use the double quote (") character in an Internet address
EDGAR no longer e-mails requested Return Copies. You must download them
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1.3.3.1.1
How to Order Internet Service
Contact a local ISP for information on obtaining Internet access for general and EDGAR use.
We do not recommend or prefer any individual ISP.
1.3.3.1.2
How Mail Is Addressed to the Internet Address
EDGAR sends acceptance and suspense messages to a valid Internet e-mail address that you list
in your Company Contact Information on the EDGAR Filing website. When you use the
Notification page, EDGAR will also send e-mail to additional Internet e-mail addresses on a
filing-by-filing basis. In addition, your company contact Internet e-mail address, which may be
updated on the Filing website, will always receive an acceptance/suspense message when you
submit a filing, unless you activate the Notify Via Filing Website check box.
On a per-filing basis, EDGAR sends submission notifications to any e-mail address listed either
on the Company Contact Information form and the Notification page. The Notification page
adds supplementary addresses for receiving notifications. If you wish to permanently change the
e-mail address, then edit the Company Contact Information form on the EDGAR Filing website.
When submitting filings after 5:30 p.m., Eastern time, we recommend that you retrieve
submission information on the EDGAR Filing website to inquire about your submission status.
Note: Requested Return Copies are not sent via e-mail address. You can only download
requested Return Copies via the Filing website; see Chapter 6.
1.3.4 Properly Prepare and Maintain Documents and Software
When you prepare an ASCII document for your submission, you must limit line
width to 80 characters for text and 132 characters for tabular material (between
table tags)
Keep a manually signed signature page (or equivalent document) on file for five
years
Make a backup copy of the SEC-provided EDGAR Installation software
downloaded from the Internet and the N-SAR software in case you need to re-load
them on your system
1.4 How to Obtain the EDGAR Filer Manual, Modernized EDGARLink, and N-SAR
Software
You can download the latest version of the Filer Manual from our website (www.sec.gov) under
“Information for EDGAR Filers.” The Filer Manual is also available in HTML format on the
EDGAR Filing website (https://www.edgarfiling.sec.gov).
We distribute Modernized EDGARLink software via the Internet in a self-extracting
InstallShield file at no charge. We distribute the DOS N-SAR software, to be copied to one highdensity 3.5 inch diskette, from our website, (www.sec.gov). You can copy Modernized
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EDGARLink or N-SAR software free of charge and without restriction. You can purchase
additional copies of the EDGAR Filer Manual from Thomson Financial, formerly Disclosure,
Inc., at the following address:
ATTN: Thomson Financial
Public Reference Room
US Securities and Exchange Commission
Mail Stop 1-2
450 5th Street NW
Washington, DC 20549
Or, call Thomson Financial at one of the following numbers:
(800) 638-8241
(301) 951-1350
You can download updates to Modernized EDGARLink, submission templates, or N-SAR
software when available. The Filing website automatically checks (if you are using “cookies”) to
see if you have downloaded the latest version of software and templates. You will find
instructions for downloading the software in Chapter 3.
Warning: When you login to the Filing website, please read the Welcome Page. It contains
information about EDGAR filing requirements, activities, and new versions of the
software and templates. If you need to upgrade your software or templates, go to the
Filing website Download page and upgrade immediately. If you need a new version
of N-SAR installed, you can download and upgrade the N-SAR software from our
website, (www.sec.gov). Since downloading can be time-consuming, we suggest that
you verify and update (if necessary) the versions in advance of initiating the
transmittal of a LIVE filing.
Note:
Thomson Financial, formerly Disclosure, no longer distributes the N-SAR
software.
1.4.1 Hours of Operation
EDGAR accepts direct transmissions of electronic submissions each business day, Monday
through Friday, from 6:00 a.m. to 10:00 p.m., Eastern time. Transmissions started but not
completed by 10:00 p.m. Eastern time may be canceled, and you may have to re-submit on the
next business day.
1.4.2 Filing Date of Electronically Transmitted Submissions
If you begin direct transmission of a live submission after 5:30 p.m. Eastern time and the
submission is accepted, it will have a filing date as of 6:00 a.m. the next business day. For
special filing date processing of certain T+3 submission types, refer to Appendix A. If you start
direct transmission at or before 5:30 p.m., it will receive that day's filing date if it is accepted.
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Note: Remember that submission transmission does not begin until EDGAR receives the first
byte of a transmission. When you make a time-sensitive submission, allow time for setup
of your Internet or direct dial connection, building and error checking the submission, and
the start of the transmission.
1.4.3 Where to Send Paper Filings
Official filings made in paper as a result of a hardship exemption should be accompanied by
Form TH and mailed to the following address:
Headquarters Location
ATTN: Filing Desk
US Securities and Exchange Commission
Mail Stop 1-4, Room 1004
450 5th Street, NW
Washington, DC 20549
1.5 Getting Help with EDGAR
For general filing and technical information or help with the EDGARLink software or the Form
N-SAR application; contact our Filer Support Staff in the Office of Filings and Information
Services:
Filer Support Staff can help you each business day from 7:00 a.m. to 7:00 p.m., Eastern time.
You may reach them at (202) 942-8900 for help.
1.5.1 Getting Help with the Content of Filings or Exemptions/Adjustments
For general fee information, contact our Fee Account Services Branch in the Office of Financial
Management at (202) 942-8989.
For non-technical filing questions including filing content, hardship exemption requests, and
filing date adjustments, contact the EDGAR Support Staff in the Divisions of Corporation
Finance or Investment Management during normal business hours 9:00 a.m. to 5:30 p.m., Eastern
time.
If you need help with Corporation Finance filings, contact the Office of EDGAR and Information
Analysis in the Division of Corporation Finance at (202) 942-2940.
If you need help with investment company filings (except Form N-SAR or 24F-2), contact the
Division of Investment Management at (202) 942-0978.
If you need help with Form N-SAR or Form 24F-2, contact the Division of Investment
Management at (202) 942-0513.
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If you need help with Public Utility Holding Company Act filings, contact the Office of Public
Utility Regulation, Division of Investment Management at (202) 942-0558.
1.5.2 Frequently Asked Questions
Since we opened the Operational EDGAR system for testing on May 1, 1991, EDGAR filers
have called Filer Support with a variety of questions about EDGAR. Below are some of the
more frequently asked questions and answers.
Questions
Answers
How do I reach the EDGAR
Filing website?
You can reach this site by using the Filing website URL,
which is https://www.edgarfiling.sec.gov. Please bookmark
this site the next time you visit it.
How do I reach the EDGAR
Filer Management website?
You can reach this site by using the EDGAR Filer
Management website URL, which is
https://www.filermanagement.edgarfiling.sec.gov. Please
bookmark this site the next time you visit it.
Which Web browser shall I use?
We recommend using one of the industry standard Web
browsers, either Microsoft Internet Explorer 5.0 or later, or
Netscape 4.0x - 4.7x. Other browsers, including Netscape
6.0 and AOL, are not supported by EDGAR at this time.
Why may filing agents have
more than one CIK?
Filing agents may have several CIKs for accounting and
management purposes. For example, a filing agent may use a
different CIK for each operating office, each industry group,
or for certain categories of filers on whose behalf they make
an SEC filing(s). However, the filing agent must use a
separate and distinct CIK for any filing(s) they make on their
own behalf.
What happens if I submit a filing
by mistake?
This could be a very serious problem if the filing does not
contain errors that would cause EDGAR to suspend the
filing. Once EDGAR accepts a public filing, it is
immediately disseminated. We cannot intercept a filing after
its acceptance and prevent its dissemination, nor can we
retrieve the filing.
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Questions
Answers
How quickly can I determine
whether my filing was accepted?
The quickest way for you to find out if your filing was
accepted or suspended is to use the Filing website. You can
also read the messages EDGAR will send to your Internet
e-mail address.
How do I use digital signatures?
Digital signatures increase the privacy protection of your
documents when you transmit your submission over the
Internet. You may attach a digital signature to your
submission by clicking on the "Signature" bar and following
the instructions.
Can I transmit Legacy
ASCII/SGML submissions using
the Filing website?
No, submissions with ASCII/SGML headers filed via the
Internet will be suspended for invalid format. Since Legacy
EDGAR direct-dial support was discontinued on April 20,
2001, filers must assemble their submissions with the
Modernized EDGARLink software and templates, which may
be downloaded from the Filing website.
Why can't I transmit my filings
to EDGAR via the PDN and
receive filing notifications via
my Private Mail account
anymore?
We discontinued support for the Public Data Network (PDN)
and Private Mail on November 27, 2000. The Filing website
is designed to replace all PDN and Private Mail functionality.
Please transmit your filings to EDGAR and access your
notifications and Return Copies through this website.
How do I change my password?
You may change your password within 10 days of the
expiration date using the Filing website. If both the password
and the grace period have expired, you may generate a new
set of EDGAR access codes (including the password) using
the EDGAR Filer Management website and your passphrase.
If you have forgotten your passphrase, you must request a
new one before you can generate a new set of EDGAR access
codes (refer to Appendix K for more information on the
EDGAR Filer Management website capabilities).
How do I change my CCC?
You may change your CCC using the Filing website. Login
to EDGAR using the Filing website, click on Retrieve/Edit
Data, then click on Change Login Password or CCC. Please
note that CCCs do not expire.
Can I change an expired
password via the Filing website?
Yes, if you change it within 10 days of the expiration date. If
both the password and the grace period have expired, you
must use your Passphrase to generate new access codes.
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Questions
How do I change company
information?
Answers
You may update company information using the Filing
website by entering company information on the Change
Company Information page and submitting the changes to us.
You must provide the CIK and CCC for that company before
you can change any information.
How do I name my attached
All document file names must be in lower case and no longer
documents for filings sent via the than 32 characters in length. The names must start with a (aFiling website?
z) character and may contain (a-z) characters and (0-9)
characters. File names may contain one '.', one '-', and one '_'
character. File names must end with *.htm, *.txt, *.pdf,
*.fil, *.jpg, *.gif, *.xsd, or *.xml extensions.
How do I check the status of a
submission?
You can check the status of filings using the Filing website.
Once you have logged into EDGAR and accessed the
Company and Submission Information Retrieval page, you
can access submission information for your CIK. You must
provide the CCC for the Login CIK or the Primary
Filer/Filed-By CIK before you can access any submission
information.
How do I verify my Modernized
EDGARLink version?
You can download updates to the Modernized EDGARLink
software and submission or module templates as they become
available from our Filing website. If cookies are enabled on
your browser, the Filing website verifies the template version.
If you are using the latest version of the template, the Filing
website notifies you that you have already downloaded the
template. When new versions of the templates are available,
a notice will be posted on the EDGAR Welcome page.
How do N-SAR software and
Modernized EDGARLink
interact?
We produced the N-SAR software for the Division of
Investment Management to help you prepare and submit your
N-SAR reports. You must use the N-SAR PC application
version 6.1.a to prepare your document, answer.fil. Once
created, N-SAR documents can also be added to a submission
using Modernized EDGARLink, the software provided to
EDGAR filers in Modernized EDGAR. They can then be
transmitted to us using the Internet, direct dial protocol, or
leased line.
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Questions
Answers
How do I prepare and transmit
my N-SAR?
Modernized EDGAR has not changed the process of creating
N-SAR documents. You must continue to use the N-SAR
version 6.1.a to prepare your answer.fil document. After
creating your answer.fil document, use Modernized
EDGARLink and submission template 3 to assemble your NSAR submission. Then access the Filing website and
transmit your N-SAR submission to EDGAR.
Why can't I attach the Answer.fil During any file save operation, the DOS operating system (or
a DOS window under Windows) will always convert the
that is generated by the N-SAR
initial letter (or all of the letters) of the file name to
application to my submission?
uppercase. For example, answer.fil becomes Answer.fil
when initially created and saved by the N-SAR application.
This capitalization was incorporated into various Microsoft
operating systems by design. Since Modernized
EDGARLink does not accept any capital letters within a file
name, you must rename your Answer.fil (or ANSWER.FIL)
to answer.fil before attaching it to your N-SAR submission.
Can I submit my filing in PDF
format?
You may submit the PDF version of your filing as an
unofficial document attachment to the assembled submission.
EDGAR must receive all official documents in either
ASCII/SGML format or HTML format (with optional JPG or
GIF Graphic support files) or the submission will be
suspended.
How do I view an assembled
submission or individual
document prior to transmitting it
to the SEC?
You may view an individual document by selecting "View
Document" on Page 2 of the submission template. We
recognize a need for filers to view or print a submission in its
entirety prior to transmission, but given the variety of
document formats (ASCII, HTML, JPG, GIF, PDF, etc.) that
are supported, this functionality is not likely to be
incorporated into EDGARLink.
Can I submit filings on diskette?
No, we no longer accept diskette submissions as a filing
medium.
How do I name
modules/segments with the
Modernized EDGARLink
software?
You should submit modules/segments (via Template 5) using
uppercase letters and numerals. You should subsequently
reference these modules and segments in the same uppercase
format as initially submitted. A module/segment can be used
either as a Type 1 reference within a document or as a Type 2
reference listed on Page 4 in Templates 1-4.
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Questions
Answers
Should I close all applications,
including my browser session,
when installing Modernized
EDGARLink?
Yes, close all applications before activating the EDGARLink
InstallShield install program after download. Internal
conflicts during install may occur if one or more applications
(i.e., mail, browser sessions, etc) are active. Low end PCs
(Pentium 160Mhz or lower and only 32MB RAM) may
experience poor install and Template Viewer performance
too.
Why don't N-SAR documents
validate when I select document
validation on Page 2 or
Submission Validation on Page
1?
N-SAR documents are validated only as valid ASCII
documents. All N-SAR content is validated within the NSAR application before the answer.fil document is created.
Why does my browser
connection fail during large file
transfers to the FWS?
The browser may not allocate enough cache for the current
transmission. You may need to make more cache available to
the browser (the recommended minimum is 20MB) before
transmitting large filings to EDGAR.
Can I download my Return Copy
more than once?
Return Copies are available for seven (7) business days.
During that time, you can download more than once.
Why can I not delete any "list"
items (including SROS and
Notify-Internet fields) from the
EDGARLink templates?
There is no "Delete" button for these options due to software
(COTS) limitations; however, you can "blank out" these
fields when you wish to "delete" this information.
Why does Modernized
EDGARLink generate the error
message "Cannot Perform
Validation - Select at least one
HTML, PDF, or ASCII
document before proceeding"
when performing a document
validation?
You must select the "Validation" check box for at least one
document before performing a document validation. The flag
is located on the far right of Page 2 for each document
attached. You may need to scroll your window to the right to
see the Validation flag. Depending on screen size, it may not
be immediately viewable from the default screen.
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Questions
What order shall I attach
documents when assembling a
submission using Modernized
EDGARLink?
Answers
For optimum results and no Legacy conflicts, documents
should be selected in the following order:
1. Primary Document (8-K, 10-Q, S-1, etc.)
2. Supporting Official Documents (exhibits, cover, etc.)
3. Graphics (if any)
4. Unofficial PDF Documents (if any)
If you follow this ordering scheme and format your
documents correctly, EDGAR should encounter minimal
anomalies during acceptance/dissemination of your
submission.
Why do I get an "Accepted"
status after submitting
correspondence or company
update via the FWS?
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The "Accepted" status means that EDGAR has successfully
routed the submission to the appropriate internal and external
destination(s). Public filings are sent out immediately
through the Public Dissemination System. Live
correspondence (CORRESP) submissions and company
updates (COUPDAT) with a status of "ACCEPTED", as well
as attached cover letter documents, are considered private.
All private submissions and documents are immediately
available internally to the SEC staff and are not immediately
disseminated to the public. The SEC staff may release all or
portions of these documents electronically if they relate to the
staff’s review process. See SEC Press Release 2004-89,
“SEC Staff to Publicly Release Comment Letters and
Responses.”
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Questions
Answers
What happens if I do not install
the latest release of
EDGARLink?
EDGAR will process any submission created using
EDGARLink software and submission templates. However,
it is recommended that you download any updates to the
submission templates and software as soon as they become
available to ensure that submissions will be processed
successfully.
We will announce all updates to any EDGARLink
configuration item on the https://www.edgarfiling.sec.gov
Welcome page. Software and template updates may include
the addition of new submission types, corrections to existing
issues, and improvements in processing efficiency. It is very
important that you download the latest EDGARLink software
and templates together. If we release the software and
templates together, as we did with in previous Releases, 7.5,
7.5.b, 8.0, and 8.2, the new templates will probably not be
compatible with the older EDGARLink software.
Why does the background color
on EDGARLink change after
viewing and closing the
Submission Validation
windows?
February 2005
This problem may be resolved by refreshing the Submission
Validation window or by setting the Color Palette on the
Desktop to "True Color".
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Questions
Answers
How can I verify if EDGARLink
is installed properly?
An Integrity Checker program, known as EDGARVerify, is
included with EDGARLink. The EDGARVerify program
will verify that all critical files for the Template Viewer, JRE,
and template functionality are in place and not corrupt. As an
example, all relevant files under the following install
directories are specifically verified:
C:\Program Files\EDGAR
C:\Program Files\PureEdge\Viewer 6.0
C:\Program Files\JavaSoft\JRE\1.3
EDGARVerify will notify you if there is any file missing or
different. EDGARVerify can operate on most Windows
platforms (including 98, 2000, NT, and XP). It will also
verify critical Template Viewer or JRE files that have been
installed in another drive than the C: drive.
EDGARVerify creates two log files (identified in the
readme.txt file) after it detects an anomaly. You should have
these two log files available for inspection by SEC Filer
Technical Support so they may assist you, if you are unable to
correct the problem yourself.
How will I know if you have
changed the EDGARLink
software or the Filer Manual?
The Filing website will notify you of upgrades to the software
and templates. If it has changed, you should download the
updated software version. We will post a current version of
the Filer Manual on the SEC website
(http://www.sec.gov/info/edgar.shtml). Because we provide
the updated Filer Manual in electronic format on the website,
you can download the complete document and print the entire
manual or specific chapters. We will also provide Filer
Manual updates through the Public Reference Rooms. Please
note that there may be an associated fee for updates retrieved
through the Public Reference Rooms.
Where do I find the Form ID?
Use the following URL to find the paper Form ID:
www.sec.gov/divisions/corpfin/forms/id.htm. However, a
paper Form ID will not be accepted. You must apply for
EDGAR access electronically using the EDGAR Filer
Management website at the following URL:
https://www.filermanagement.edgarfiling.sec.gov.
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2. CERTIFICATES
The EDGAR system no longer supports certificates for logging onto the system. EDGAR does
support using digital signatures as an optional method of securing documents during transmission
to EDGAR. Filers may obtain a certificate from a private vendor in order to begin using digital
signatures.
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3. GETTING STARTED USING MODERNIZED EDGARLINK
This section describes the basics of installing and using Modernized EDGARLink. This section
will cover the basics about using a browser, accessing the EDGAR Filing website, and how to
download and install the software necessary to create, assemble, and error-check a submission.
3.1 Introduction to Web Browsers
We upgraded the EDGAR system to make submitting filings easier as well as faster by using
Web-based technology. Web browsers read code called Hypertext Mark-up Language (HTML).
Many people have become familiar with HTML as they have used the Internet. We are now
using a browser as an integral part of EDGAR, providing our interface to the Filing website.
3.1.1 Browser Differences
There are two industry standard browsers currently in use today: Netscape Navigator and
Microsoft Internet Explorer (IE). The Filing website does not support Netscape version 6.0.
Both comply with Secure Socket Layer (SSL) communications that you will use to reach the
EDGAR Filing website, and are easy to obtain. Which browser you use is a personal preference.
This section contains some functions that are innate to browsers, how your browser should be set
up, and the differences between Netscape and IE. For the screen shots in this manual, we use
Netscape version 4.08. You should be aware that there might be subtle differences if you are
using IE or other versions of Netscape.
Netscape Menu Bar
Internet Explorer Menu Bar
Figure 3-1: Browser Menu Bars
Both browsers have very similar navigation functions: [Back], [Forward], [Stop], and [Reload]
buttons, Current Address Location fields; as well as performing other functions such as printing
and saving. The largest difference between the two browsers is button appearances and where to
find the preference settings. For detailed information on your browser, see your browser’s user
manual or help function.
The browser window works similarly to all windows, in that it can be maximized, minimized,
and sized. The default menu bar contains buttons that help you navigate the Internet; however,
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these buttons don’t necessarily help you navigate EDGAR. For the purposes of logging into
EDGAR, downloading files, submitting filings and company queries, or updating company
information, these buttons do not apply. Some of the functions you can use are Bookmark, to
mark the EDGAR Login page for easy accessibility; Back, to correct, add, or remove criteria
from a query; and Security, to turn on or off your security functions.
3.2 Accessing EDGAR
To access EDGAR, a filer must have EDGAR access codes. New filers, existing filers to whom
a Central Index Key (CIK) code never was assigned and filers who want to file in another
capacity must use Form ID to apply for EDGAR access codes. Those who must use Form ID
must file the form electronically through the EDGAR Filer Management website and fax to the
Commission an accompanying notarized authenticating document. If we do not receive your fax,
we cannot accept your application. Once your application is accepted, you must then generate
your EDGAR access codes. Appendix K of this volume contains instructions on how to do this.
Once you have obtained the above listed items, you are ready to login to EDGAR, download
submission templates, transmit submissions, run company queries, update your company
information, or change your password/CCC.
3.2.1 Login to EDGAR
To start submitting filings, entering or editing your company information, changing your
password or CCC, checking the status of a submission, or downloading a requested Return Copy,
you will need to login to EDGAR:
1. Connect to the Internet or activate a dial-up networking connection.
2. Go to the EDGAR Login page:
https://www.edgarfiling.sec.gov
You must use https to access the EDGAR Login page.
3. Click in the CIK field and enter your CIK.
4. Press [Tab] and enter your password.
This is your login password, not your CCC, or PMAC. Your password is casesensitive. See the Notes at the end of this section for more information about
passwords.
5. Click the [Login to EDGAR] button.
See the Notes at the end of this section for more information about possible login
errors.
6. The Create Passphrase page appears if your CIK and password are valid and you
do not have a passphrase. If your CIK and password are valid and you have a
passphrase, the Welcome page appears.
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Figure 3-2: The EDGAR Create Passphrase Page
To define a passphrase, type it in the data entry fields provided. (The passphrase
is not displayed and it is an important security code: typing it twice ensures that
no typographical errors occur during entry.)
Enter your existing PMAC (doing so verifies that you have the right to define a
passphrase). If you’ve forgotten your PMAC, contact our Filer Support Staff at
(202) 942-8900 for help.
Click the [Create Passphrase] button. If your new passphrase is in the correct
format (it must be in the same format as the PMAC) and the PMAC is valid for
the CIK, the Create Passphrase Results page is displayed (you will be informed of
any errors in the data entered and will be required to fix it before you can
proceed).
Figure 3-3: The EDGAR Create Passphrase Results Page
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Click the [Continue to EDGAR Welcome] button. The Welcome page appears.
Sample
The contents of this page may
change for every release.
Figure 3-4: The EDGAR Welcome Page (Top)
Notes:
If you mistype your password, EDGAR considers it an invalid password and
access to EDGAR is denied.
If you accidentally mistype the CIK or password, you can press the [Back] button
to return to the Login page, and try again.
If your CIK and password do not match those saved in the database, you will see
an Invalid Login page. If you find you are getting the Invalid Login page and your
CIK and password are entered correctly, please contact Filer Support.
Additional error messages you may see are Password Login Expiration messages.
There are two different types of messages: Login Password to Expire Soon or
Login Password Expired. If your password expires soon or if your password has
expired within the last 10 days, EDGAR allows you to create a new password
using your PMAC. If you have a passphrase (see the Electronic Form ID
Appendix for more information), you can get a new set of EDGAR access codes
(including a password) using the EDGAR Filer Management website – even if
your password has been expired for more than 10 days. If you need assistance,
contact our Filer Support Staff at (202) 942-8900 for help.
The passphrase is a security code that is new with the electronic Form ID
capability in Release 8.7. It is used to generate EDGAR access codes (refer to the
Electronic Form ID Appendix for more information). You must define a
passphrase before you can access any of the EDGAR capabilities.
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3.2.1.1 Access EDGAR via Point-to-Point Protocol
When you access Modernized EDGAR using direct dial via a Point-to-Point Protocol (PPP)
application, you are prompted by Modernized EDGAR to enter a user name and password to
access the EDGAR network:
1. Open your PPP application. If you want to use the Windows 95, 98, NT, or 2000
dial-up networking function, you may have to ask your technical department to
install it.
2. Use (703) 914-7140 as the dial-up phone number.
3. When prompted for a user name and password, enter edgar in the User name:
field, and filing in the Password field, and click on the [OK] button.
The password will appear as asterisks (*) as seen below.
4. Open your browser and go to the https://www.edgarfiling.sec.gov website. The
Filing website appears just as it does when accessing EDGAR via the Internet.
Figure 3-5: Connect to EDGAR Window
Note: Your EDGAR password is good for only twelve (12) months. Be sure to change your
password on the EDGAR Filing website before it expires. See Section 6 for instructions on
changing passwords.
3.3 Navigating EDGAR
Once you login to EDGAR, an option menu appears on the left-hand side of the browser
window. This menu allows you to navigate easily through EDGAR without having to return to a
menu page. This menu is broken down into three different sections:
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Downloads
Support
Figure 3-6: EDGAR Menu
Two additional functions will help you use the EDGAR Filing website. The [Logoff] button
ends your EDGAR session. Clicking Home brings you to the EDGAR Welcome page. From
this menu you can move back and forth between pages, find news, download software or
template updates, or get additional assistance.
3.3.1 Information Exchange
In the Information Exchange section there are two links:
Transmit
Retrieve/Edit Data
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By clicking on Retrieve/Edit Data, you can query company, filing, or module/segment
information, retrieve your Return Copies or change your password or CCC.
3.3.2 Downloads
Before you start compiling your filings, you’ll need to download and install the Modernized
EDGARLink software. You can download the software items from the EDGARLink Software
Download page. You will also want to download templates for the requested submission types
you wish to file and the fee rate table.
3.3.2.1 Downloading the Modernized EDGARLink Software
After you click on EDGARLink Software, the EDGARLink Software Download page appears.
This page provides a link to download the Modernized EDGARLink software from the Filing
website or to the SEC’s website where you can download N-SAR software.
Figure 3-7: Software Download Page
Downloading the software is the first step in installing the Modernized EDGARLink software.
To download the software:
1. Click on the [Download EDGARLink] button. Filers who need to file N-SAR
submissions must download that application from our website (www.sec.gov).
2. The EDGARLink/Windows Download Confirmation page appears; click on
Download EDGARLink/Windows.
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Figure 3-8: EDGARLink/Windows Download Confirmation Page
3. The File Download window appears. Check the Save this program to disk radio
button and click the [OK] button.
4. The Save As window appears. Choose the location on your system to save the
self-extracting executable file and click on the [Save] button.
5. The Saving Location window appears and displays the status (percentage) of
download.
While downloading you can cancel the save by clicking on the [Cancel] button.
Notes:
(1) New EDGAR releases include modifications to the EDGARLink software and EDGAR
submission templates. Please download, install, and use the new EDGARLink software
and submission templates to ensure that submissions will be processed successfully.
(2) You should use the Windows Add/Remove Programs function to un-install any previous
version of the Template Viewer, JRE and/or EDGARLink before installing the new
software. Please select "No" or "No to all" when prompted to remove any shared files.
3.4 Installing the Modernized EDGARLink Software
Once you have downloaded Modernized EDGARLink software from the website, you are ready
to install it on your machine:
1.
2.
3.
4.
5.
6.
7.
Close all applications.
Click on the [Start] button at the bottom of your Windows Desktop.
Click on the Run option.
Click on the [Browse] button.
Use the Browse window to find the EDGARInstaller.exe application.
Click on EDGARInstaller.exe and click on the [Open] button.
Click on the [OK] button. Modernized EDGARLink installs itself.
Note: If you don’t want to use the above method of installing Modernized EDGARLink, you
can also use other methods to start the software installation:
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Run the executables in a DOS window
Run the executable through Windows Explorer
To do this you will need to open the directory where you downloaded the files and enter the
executable name in DOS or double-click the file in Windows Explorer.
The executable begins unpacking the software; the InstallShield window appears and walks you
through installing Modernized EDGARLink.
We recommend using the default settings. If you change the default directories you may
experience program or performance problems.
The EDGARLink Installer package installs a new PureEdge Viewer for Windows, version 6.0.
There are folders created when the viewer is installed,
C:\Program
Files\PureEdge\Viewer 6.0.
Once you’ve downloaded and installed Modernized EDGARLink, you can download and install
the submission templates (described later). You are then ready to prepare and submit your filings
to EDGAR. When you have completed your submission template, click on Transmit to open the
Transmit Submission page. From this page you can transmit Live, Test, or Bulk filings.
3.4.1 Directory Structure
Once you install Modernized EDGARLink, you may want to create a folder on your desktop to
place files, such as blank submission templates. When you install Modernized EDGARLink, the
following directory structure is created automatically and filled with the files. Modernized
EDGARLink adds three directories to the Program Files directory on your hard drive. These
directories are where the EDGARLink files are stored:
PureEdge
JavaSoft
EDGAR
Within these directories are different subdirectory structures that contain the Modernized
EDGARLink executable, Java Structure, and the Java files necessary to run Modernized
EDGARLink.
3.4.1.1 PureEdge Directory
Contained in the PureEdge directory is a single subdirectory, Viewer 6.0 that contains eleven
subdirectories: ActiveX, API, extensions, help, Icons, JAWS, Marshaller, Modules, Plugin,
Readme, and SSCE514, which hold files necessary for the submission type template to run. The
Viewer 6.0 directory is where the Modernized EDGARLink template executable,
masqform.exe, as well as the license is located. The API subdirectory contains the
subdirectories and class files necessary for Modernized EDGARLink to execute.
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Warning: If you move or delete files and/or subdirectories, Modernized EDGARLink may not
run correctly.
3.4.1.2 JavaSoft Directory
Contained in the JavaSoft directory is the Java Runtime Environment (JRE) directory. Inside
the JRE directory is the 1.3 directory that contains Bin and Lib subdirectories and all the
copyright, readme, and license files as well as the uninstall utility.
3.4.1.3 EDGAR Directory
The EDGAR directory contains the EDGARLink subdirectory, which is where the EDGARLink
application shortcut, the EDGARLink icon, the README.txt file, the JRE install application,
the Integrity Check files, and the Help directory containing the EDGARLink help files reside.
3.4.2 Version Verify
Occasionally there will be updates to the Modernized EDGARLink software. Notices are posted
on the EDGAR Home page as well as on the Download Software page.
The Filing website warns you if you have previously downloaded the current templates or
software.
Figure 3-9: Submission Template Download Warning Page
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3.4.2.1 EDGARLink System Integrity Check
A new feature to EDGARLink is the System Integrity check. It assists you when troubleshooting
your Modernized EDGARLink install and setup. This check looks in all of the EDGARLink
directories to ensure that all of the correct and up-to-date files have been extracted correctly. At
the end of this check, you see a report displaying the number of missing files and files that failed
verification. These reports are stored in the EDGARLink directory and are called
EDGARLink.log and EdgarVerify.log. The Integrity check runs automatically after you install
the EDGARLink software.
Figure 3-10: EDGARLink Integrity Check Window
After the Integrity check runs, you are prompted to view the report, EdgarVerify.log, in the
Notepad Viewer:
Click on the [Yes] button to open this file.
Click on the [No] button to return to the EDGARLink install window.
If you want to return to the edgarverify.log later, you can use Word or Notepad Viewer to open
the file. The default location for this file is in the C:\Program Files\EDGAR\EDGARLink.
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Figure 3-11: EdgarVerify.log Report
3.4.3 Downloading the Submission Templates
Submission templates consist of sets of fields and information designated for specific submission
types. You will need to fill out the appropriate template before you transmit your submission.
In the EDGAR menu, under the Downloads section, click on Submission Templates. Before you
can open the submission templates, you must have Modernized EDGARLink installed. By
clicking on Submission Templates, you open the Submission Template Download Options page.
Note: New EDGAR releases include substantial modifications to EDGARLink software and
EDGAR submission templates. Please download, install, and use new EDGARLink
software and submission templates to ensure that submissions will be processed
successfully.
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Figure 3-12: Submission Template Download Options Page
From this page you can also scroll through the Submission Types list and select a submission
type by clicking on it. Open the form by clicking on the [Get It] button. The Submission
Template Download Confirmation page appears with a link to your template.
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Figure 3-13: Submission Template Download Confirmation Page
To download the submission template:
1. Click on Download Template from the EDGAR Menu.
2. Choose the template you want to download by selecting the submission type and
clicking on the [Get It] button.
3. A confirmation page appears stating which template you want to download. If
you do not want to download the template, click on Cancel.
4. A window pops up in your browser prompting you to save the template to your
computer.
5. Click on the [Save it to disk] radio button and choose a location to save the blank
template in the Save As window. We recommend using the template in the
EDGARLink Template Viewer rather than your browser.
6. Click on the [OK] button. To preserve your blank template you should not change
the template name until you begin editing it.
7. The template will be saved to your computer. You can access it by double
clicking the template from your Window Explorer window, or the Template
Viewer icon on your desktop. If you use the Template Viewer icon, you will have
to locate the place where you saved your template.
8. Modernized EDGARLink starts and the blank submission template appears.
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Figure 3-14: Submission Template Main Page
You should save the template using an additional unique name. Saving the template using an
additional unique name, e.g., r10q1099.xfd, allows you to preserve the blank template. Saving a
blank template keeps you from making mistakes when removing field or module/segment
information or detaching documents from a previous submission. Each template may support
different submission types.
To save your submission template:
Click on the [Save] button. It appears as a diskette in the upper left tool bar.
Save the template on your computer by selecting a location either on your hard drive, floppy disk,
or LAN. To preserve the blank template, you should change the filename of your template to a
unique name that represents the submission type, i.e., r8k.xfd or r10q.xfd.
When the file completes saving, you can either double click on the submission template from the
Windows Explorer window or use your Template Viewer icon and click on the template from the
Open Template window.
Note: If you do not enter an extension in the File name field, Modernized EDGARLink inserts
the .xfd extension.
3.4.4 Downloading the Fee Rate Table
One of the features for EDGARLink is the SEC Fee Rate Table. This table contains the latest fee
rates from the SEC and automatically inputs this information into the Fee and Offering
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Information page. You must download this table from the Filing website and save it to the
Program Files\Edgar\EDGARLink directory on your hard drive:
1.
2.
3.
4.
5.
Log into the Filing website.
Click on the Fee Rate Table link in the EDGAR Menu.
The Fee Rate Table Download Confirmation page appears.
Click on the Download Fee Rate Table link.
The File Download window appears. Choose the Save As radio button and click
on the [OK] button.
6. The Save As window appears:
In the Save In: field, click on the down arrow and select your C:\
drive by clicking on it. If you have installed EDGARLink in another location,
you need to save the Fee Rate Table in that location.
Double click on the Program Files folder.
Double click on the EDGAR folder.
Double click on the EDGARLink folder.
Click on the [Save] button.
Click on the [Close] button, if the File Download Complete
window doesn't automatically disappear.
When you begin working on your fee bearing submission, EDGARLink uses this information to
update the amount owed by automatically loading the rate into your submission. When the fee
rates change, we will update the Fee Rate Table, which you will have to download. Check the
Filing website for changes in fees.
Figure 3-15: Fee Rate Table Download Confirmation Page
3.4.5 EDGARLink Support
We have placed information and menu links on the Filing website Home page, that connect you
to websites concerning filing and submission types, help files, SEC Rulemaking, and fee
information.
Note: If you are accessing the Filing website using direct dial (PPP), links to outside websites
will not work.
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3.4.5.1 Update Information
The Update Information block on the Filing website Home page contains a list of updates either
to new submission types or to the EDGAR, EDGARLink, or N-SAR software. The date of these
updates is posted, as well as links to the information or files available to download.
3.4.5.2 General Web Help
If you need help while using EDGAR on the Internet, click on General Help from the menu to
bring up the General Support Menu page that displays a list of help topics. When you click on a
topic, you are shown information or additional links to specify the type of assistance you need.
Figure 3-16: General Help Page
3.4.5.3 Frequently Asked Questions
Frequently Asked Questions opens the EDGAR Frequently Asked Questions page. The FAQ
page includes different questions that have been asked most often. You may find the answers
helpful while using Modernized EDGAR and EDGARLink. Click on the hyperlink topic to
display the answer in the lower portion of the window.
3.4.5.4 SEC Rulemaking
The SEC Rulemaking link leads you to an area of the SEC’s website that gives you up-to-date
rule information. You will get information about rules that have been proposed or adopted, as
well as other bulletins and notices.
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3.4.5.5 Fee Information
The Fees link in the EDGAR menu opens the EDGAR Fee Information page. This page contains
information on fee categories, amounts, forms, and the applied fees.
3.4.5.6 Unused Money Requests
This link directs you to the www.sec.gov page that displays instructions for requesting unused
monies. It also accesses an account statement example, which is similar to the statement mailed
to active SEC filers.
3.4.5.7 Company Search
This link opens the Company Search page (www.edgarcompany.sec.gov) and redirects your
browser to the EDGAR Company website. From this website you can perform company
searches through the EDGAR database that is updated daily. Modernized EDGAR only retrieves
company information for the current Login CIK.
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4. PREPARING EDGAR DOCUMENTS
4.1 Introduction
The previous chapters provided an overview and installation procedures for Modernized
EDGARLink. This chapter includes the specifics of preparing a document for filing an
electronic submission. This chapter is divided into the following sections:
Section:
Page Number:
Section A -- Creating Documents
4-1
Section B -- Tags Used Within Documents
4-11
Section C -- Special Handling for Certain Documents
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Section D -- Signatures for Electronic Filings
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Note: For information about preparing an N-SAR document, please refer to Section 4.11 of this
chapter.
SECTION A -- Creating Documents
Your successful creation of electronic submissions requires that:
Both the sending and receiving computers must "speak" the same language.
For EDGAR to read what it receives, you must prepare your documents in American Standard
Code for Information Interchange (ASCII) or HTML, version 3.2. In this section, you will find a
discussion of ASCII and a listing of the characters recognized by EDGAR.
4.2 Terminology
You need to be aware that certain terms have special meaning when used in electronic filing
procedures. Common filing terms are defined in Table 4-1.
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Table 4-1: Terms Used During Electronic Filing
Term
Accession Number
ASCII
ASCII/SGML
Document
EBCDIC
Electronic Filer
Electronic Filing
Electronic
Submission
Form Type
Grouped Tags
Meaning
A unique number generated by EDGAR for each electronic submission.
EDGAR reports accession numbers in acceptance/suspense messages to
you. The accession number consists of three elements: the filer's login
CIK (10 digits), the year (2 digits), and a sequence number (six digits, to a
maximum of 999,998) For example: 0000350001-99-000256. Accession
numbers are automatically displayed when you send a submission using
Modernized EDGARLink, whether or not EDGAR ultimately accepts the
submission.
This abbreviation stands for the American Standard Code for Information
Interchange. It is a binary code used by the computer to represent
characters.
This is our term for SGML documents in ASCII format that differ from
the new HTML document format that EDGAR also supports.
A discrete unit of text or graphic. One or more documents comprise an
electronic submission. Examples of documents include a registration
statement, a Form 10-Q, a cover letter, or an exhibit. Exhibits (only) are
included in EDGAR documents beginning with the value "EX". See
Appendix C.
This abbreviation stands for the Extended Binary Coded Decimal
Interchange Code. Like ASCII, it is a binary code used by a computer to
represent characters.
A person or entity that submits filings electronically pursuant to
Regulation S-T.
A document or group of associated documents filed by an electronic filer
under the federal securities laws that is transmitted or delivered to the
Commission in electronic format.
A form type header and all associated documents representing one or more
filings that are transmitted to the Commission in electronic format. An
electronic submission may also contain correspondence material and
modules or segments. The maximum size of your submission must not
exceed 100 MB.
A distinct type of document that is required to be filed pursuant to the
federal securities laws, e.g., Form 10-K or S-1. Form types may have
several variants (e.g., an initial filing and an amendment). For EDGAR,
each variant is recognized by a specific name, referred to as a submission
type. The form types and their applicable submission types are identified
in Appendix A.
Tags (fields) that must appear together. The tags that must follow the lead
tags are shown with the same number plus an alpha designation (e.g., 4,
4a, etc.). When you use grouped tags, all of the possible grouped tags may
not apply to your filing. You should only use applicable tags. See Tag in
this list of terms.
Note: Modernized EDGARLink automatically groups and places the
XFDL tags in the submission together as you fill in the submission
template.
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Term
Header
Meaning
The basic information required to supplement each electronic submission
and document submitted through EDGAR. Submission headers provide
identifying information about the filing (e.g., the submission type of the
principal document, the identity of the electronic filer, and any fee data).
Document headers identify each document in an electronic submission.
Note: In Modernized EDGAR, XFDL tags are automatically placed in
the submission by using the submission templates.
HTML
Leased Line
Module
Registrant
Segment
SGML
Submission
Medium
Submission Type
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This abbreviation stands for the HyperText Mark-up Language. It is a
mark-up language used to create documents that are portable from one
platform type to another. HTML documents are ASCII documents with
generic tags that are appropriate for representing information from a wide
range of applications. EDGAR accepts a subset of the tags from the
HTML 3.2 standard, as recommended by the World Wide Web
Consortium (W3C). See Chapter 8 for more information.
A private 56 kbps line into the SEC's Operations Center, allowing them to
file directly into EDGAR. (For more information, see the Interface and
Operational Specifications for Leased Line Connections document.)
A partial or complete document that is intended to be included in an
electronic submission. Filers submit modules to EDGAR as module
documents in module submissions. Modules are stored in a non-public
data storage area of EDGAR. Filers can incorporate them into multiple
subsequent submissions. Up to 10 modules may be stored for a single
CIK on EDGAR. Storage is limited to a total of 1 megabyte per CIK, with
a maximum of 1 megabyte for a single module.
This abbreviation stands for Portable Document Format. It is a proprietary
standard, set forth by the Adobe Corporation, for conveying graphic/multimedia-intensive document information across multiple platforms.
EDGAR accepts documents in PDF format as unofficial copies of
documents contained in the submission. See Appendix I for more
information.
A company, partnership, investment trust, mutual fund, or similar entity
that files a Securities Act registration statement, or that has a continuing
reporting obligation under the Securities Exchange Act, Investment
Company Act, or Public Utility Holding Company Act.
A portion of a filing, submitted separately, which you may combine with
other segments up to six business days later to make a single complete
filing.
This abbreviation stands for the Standard Generalized Mark-up Language.
It is an accepted standard, set forth by International Standard ISO 8879,
which allows entities to define tagging constructs that convey and capture
specific information.
One of the three methods that you may use to submit filings via
EDGAR: Internet, direct dial transmission (PPP), or Leased
Line. Diskettes, cartridges or 9-track tapes are no longer acceptable
submission media.
The specific name by which EDGAR recognizes the variants of filings
with the SEC (e.g., for Form Type S-3, the registration statement relating
to dividend reinvestment plans, EDGAR recognizes the submission type
S-3D.) Other examples include modules and correspondence.
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Term
Tag
Transmission
Value
XFDL
XML
Meaning
Modernized EDGARLink automatically creates XFDL header tags as you
fill in the templates. Some tags will still be used within documents. A tag
is an identifier that labels specific information to EDGAR. You must
place an angle bracket on either side of a term to designate it as a “begin”
tag. An “end” tag also has angle brackets but is distinguished by use of
the "/" (virgule/slash) immediately following the opening angle bracket
(</). For example, the beginning and end of a table are signified by
<TABLE> and </TABLE>, respectively. See Section 4.6 for a listing of
ASCII/SGML tags.
A set of one or more submissions sent electronically to EDGAR during an
on-line session.
Information supplied by you and inserted in a field or after a tag (i.e., for
the tag <NAME>, insert the name of a module included in the
submission).
This abbreviation stands for Extensible Form Description Language. A
way of structuring forms so that they may be used on an Web-based
medium.
This abbreviation stands for Extensible Markup Language. A universal
format for structured documents and data on the Web. It is derived from
and appears like HTML or SGML tags; however, XML is not restricted to
a specific list of tags.
4.3 ASCII
This section discusses the character types allowed and not allowed inside your submission
documents.
4.3.1 Character Code Requirements Differ by Submission Medium
You will use character codes to make a submission that differs depending upon the submission
medium you choose. Table 4-2 explains which character code to use with each medium.
Table 4-2: Submission Mediums and Formats
Medium of Submission
Format You Should Use for Submission
Submit in ASCII
Submit in ASCII
Submit in ASCII
Internet
Direct Dial Transmission -- (PPP)
Leased Line
4.3.2 EDGAR Recognizes a Limited Set of Keyboard Characters
EDGAR recognizes a subset of standard ASCII characters. You should use only the list of
characters listed in Table 4-3 in your filing. If you use characters or commands outside of this set
in your EDGAR submission, EDGAR may suspend the filing.
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Table 4-3: Characters Allowable within a Filing
Character
0-9
A-Z
a-z
`
~
!
@
#
$
%
&
*
(
)
.
+
[space bar]
{
}
[
]
|
\
:
;
“
‘
<
>
,
_
?
/
=
Description
numeric characters
upper case alphabet
lower case alphabet
grave accent
tilde
exclamation point
at sign
number (pound) sign
dollar sign
percent sign
ampersand
asterisk (star)
left parenthesis
right parenthesis
period
hyphen
plus sign
space bar key
left brace
right brace
left bracket
right bracket
vertical line
back slash (reverse virgule)
colon
semi-colon
quotation mark
Note: Not a valid character in a header tag value. It
is valid within the text of a document.
single quote/apostrophe
less-than (left angle bracket)
greater-than (right angle bracket)
comma
underline (may be used on a separate line or between
characters, but not to underline a character)
question mark
slash (virgule)
equal sign
EDGAR also recognizes the following control characters:
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Horizontal tab (will not cause the filing to be suspended; however, EDGAR will
not display the effect in the filing)
Line feed
Carriage return
Form feed (page break)
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4.3.3 Why the EDGAR System Recognizes Only Standard Character Sets
We selected the standard computing character set to facilitate the use of a wide variety of
equipment and software.
4.3.4 How the Requirement for ASCII Affects Word Processing
Note: The following section applies only to ASCII/SGML, but not to HTML documents. For
information on HTML documents; see Chapter 8.
You can use many popular word processing and spreadsheet applications to save a document as
an ASCII text file. The process for saving to ASCII varies from one software package to another,
and it may be called "MS-DOS text with line breaks," "save as text only file," "MS-DOS text
with layout," or "save as ASCII DOS text".
Word processing software includes various control codes that are used to indicate document style
and format (e.g., bold face, underlining, italics, special characters or symbols, automatic
pagination, headers/footers, and print fonts). Because these codes are not part of the standard
ASCII character set, and EDGAR does not recognize them, you must remove them from all files
that you submit to EDGAR. If you save a document prepared with word processing software as
an ASCII text file, most word processing control codes will be removed.
You should remember the following about ASCII conversions:
Advanced word processing features such as footnoting often do not properly
convert to ASCII. There are some exceptions when special procedures are used;
consult your word processing manual. You may have to manually construct
footnotes and other document elements the way you would if you were using a
typewriter.
You should turn Auto-hyphenation off when preparing EDGAR documents.
We encourage you to verify that your word processing software package creates
accurate ASCII output by using the Modernized EDGARLink error check option,
or by submitting a test filing.
You may have problems if you convert tabular or columnar material to ASCII. If
you use tabs with proportional type fonts, their positions may not be kept in the
same position when you convert to ASCII. Even when you use non-proportional
fonts in the word processing, the number of spaces inserted in ASCII to replace
tabs may not be consistent with the original text. We encourage you to check the
ASCII version of your tabular material before transmitting to us and put in manual
spaces (using your space key) as placeholders instead of tabs or columns.
4.3.5 About HTML
Chapter 8 contains detailed information about creating and submitting HTML documents.
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4.3.6 About PDF
Appendix I contains detailed information about creating and submitting PDF documents.
4.3.7 Common Symbols that EDGAR Does Not Recognize
There are a few common symbols frequently available in word processing software that EDGAR
does not recognize. The most common of these symbols are listed below in Table 4-4. Where
appropriate, please spell out the name of these symbols.
The following unrecognizable symbols also apply to HTML 3.2 formatted submissions; however,
within HTML you can represent these symbol characters using a W3C-approved “extended
reference set” of characters. See Chapter 8 for more detailed information.
Table 4-4: Unrecognized Symbols in EDGAR
Character
¢
£
¥
•
†
‡
¶
§
©
®
™
Description
cent
pound sterling
yen
bullet
dagger
double dagger trademark
paragraph
section
copyright
registered
trademark
4.3.8 System Inserts "^" For Unrecognized Characters
When EDGAR encounters characters that it does not recognize, it inserts a circumflex (^) and
usually suspends the submission. In some cases, EDGAR can accept the filing with a limited
number of unrecognized characters.
4.4 Information on Headers
Header information for your filing documents are still required in Modernized EDGAR, but you
should not add them if you use EDGARLink. By using Modernized EDGARLink, your header
tags and information are automatically placed in the correct nesting order and in the correct
places within your submission. For more information on using Modernized EDGARLink; see
Chapter 5 or Appendix B.
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4.4.1 Description of Headers
In the Modernized EDGARLink application, headers are automatically created in XFDL when
you enter filer-supplied information (values) into EDGAR-specified fields in the Modernized
EDGARLink submission template. When you create your submission using the Modernized
EDGARLink, you must enter information into specified fields. Some fields are required, some
fields are required when applicable, and some fields are optional. Required fields have a yellow
background. The EDGAR rules apply to both mandatory/required and optional fields. Because
Modernized EDGARLink automatically creates headers you are no longer required to place
header or document tags that are external to filing documents before and after the body of your
documents.
If you are interested in creating your filing without using Modernized EDGARLink; see Chapter
7.
4.4.2 How Submission Information is Used
Just as EDGAR uses access codes to recognize you as a filer, EDGAR needs information to
accurately process the submission you are filing. For example, basic submission information
identifies the entity for whom the filing is being made, gives information on fees, and indicates
the type of document you are filing.
Modernized EDGARLink verifies that the information required for all submission validation has
been entered. For example, if the submission requires the indication of a time period for which
you are filing the report, Modernized EDGARLink verifies that you have provided a date in the
Period field. For more information on field, document, or submission validation; see Chapter 5.
Appendix B of this volume lists the submission header fields that apply to each form that you file
electronically. You must enter information in all header fields designated as "required" in the
submission or EDGAR will suspend the filing.
4.4.3 Description of ASCII/SGML Tags
Some tags are used within documents. ASCII/SGML tags identify data that follow formatting
instructions, or signal EDGAR regarding a particular aspect of the filing. For Modernized
EDGAR, and EDGARLink, you continue to include document specific tags, such as the
<TABLE> tags, as well as tags referencing Type 1 modules and segments, or graphic files in
HTML documents. In Section B of this chapter, we include a list of document specific tags that
are still valid in EDGAR.
4.4.4 Tag Construction
In Modernized EDGARLink, you have to construct all tags within a submission document
manually. Construct tags within your submission documents by typing key words inside of right
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and left angle brackets ("less than" and "greater than" symbols). You may type tags using either
upper- or lower-case letters within the angle brackets (i.e., <module> or <MODULE>).
Caution: You cannot use blank spaces within the left and right angle brackets in tags. Hyphens
must separate multiple words within a tag.
4.4.5 How Tags are Used
Many ASCII/SGML document tags are followed immediately by information (a value) typed
outside of the left and right angle brackets (e.g., <SEGMENT> segment name). Other tags stand
alone (e.g., <P>). Some tags indicate start and stop conditions within a document (e.g., the
beginning of a table <TABLE>, and the ending of a table </TABLE>). When certain tags must
appear together as a group, they are referred to as “nested” tags. The lists in Section B of this
chapter show these nested tags which are marked by their lead tag first. The lead tags are
numbered with a single number (e.g., 1, 5, 10, 25, etc.) and their nested tags are numbered the
same as their lead tag, plus a numerical designation (e.g., 5.1, 5.2, etc.).
4.4.6 Categories of Fields in Submission Templates
Fields are categorized in the following two ways for a particular submission templates:
Required -- Modernized EDGARLink will not allow you to omit a Required
field. Fields that are Required when applicable should be entered when your
filing situation requires them.
Optional -- Optional fields and their values provide important information but are
not required for EDGAR to accept your submission. We encourage you to use
such fields where applicable, but, if you do not, EDGAR will not suspend your
submission.
4.4.7 Field Values are Filer-Supplied Information
In this manual, the term "value" refers to the information that you need to supply. When
EDGAR encounters a field, it determines if you have supplied the required information. In some
cases, no value is required; however, in most cases, values are required.
For EDGAR to process values, you must enter them in a specified format. For example, when
the Submission Contact Phone Number field is used, the value should contain at least ten digits
(e.g., 123-456-7890). Modernized EDGARLink automatically places the hyphens between the
first, second, and third set of numbers. See Appendix C for more information on field values and
lengths.
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4.4.7.1 Limits on Length of Field Values
EDGAR is programmed to verify if there is a specified number of characters for each value. This
specified number of characters is the field length. For example:
The CIK field has a field length of up to 10 digits, 1234567890.
In Modernized EDGARLink, the Main page field values will not allow you to exceed the
specified number of characters. In some cases, as in CIK, Modernized EDGARLink inserts
leading zeros before your inputs if the value is less than the field length.
4.5 Submission Login
This section discusses logging into the Filing website.
4.5.1 Login Identification
You must include proper identification with all electronic filings before you can communicate
with EDGAR. The way you provide this identification, depends upon the following
communications mediums used for submission:
Internet or Direct Dial
Internet or direct dial submissions have an interactive login. You provide a login
CIK and password in response to an on-screen prompt.
4.5.2 Test and Live Tags
If you want to submit a test filing through Modernized EDGARLink, you do not have to set the
"Test" radio button on the Main page. Instead you can use the Filing website “Transmit as a Test
Filing” or “Transmit as a Test Bulk Filing” option. EDGAR treats the submission as a test and it
will not be disseminated. The option to send a Test or Live filing is available when using the
Internet or direct dial. Refer to Chapter 5 for instructions on sending Test or Live filings.
Warnings: (1) If you want your submission to be live, you must use the "Live" radio
button and select the Transmit LIVE Submission link: Acceptance
processing and public dissemination is an automated process that takes place
immediately upon receipt of live filings. Public portions of a live filing are
immediately disseminated to the public.
(2) If you use the "Test" radio button, the filing is not an official filing. If you
intended to submit a live filing, you must change the radio button to "Live",
save the submission and transmit the submission again.
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SECTION B -- Tags Used Within Documents
4.6 Tags Used Within a Document
We identify tags you should use within the body of documents in the following two lists. For
your convenience, each tag is numbered consecutively.
There are two types of tags included in this section:
Internal text tags (for other than wide tables), Table 4-5
Note: Most of these tags can be used within HTML documents; exceptions are
noted.
Wide table tags (over 80 characters wide), Table 4-6
Note: These tags cannot be used within HTML documents.
Notes: (1) For information on formatting tables wider than 80 characters, see Section 4.12.
(2) For information on using the module capability of EDGAR, see Section 4.13.
(3) For information on using the segment capability of EDGAR, see Section 4.14.
Table 4-5: Internal Text Tags (For Other Than Wide Tables)
Tag
#
Tag
Example Of Value
To Be Inserted
Definition (Limits of Field)
1.
<MODULE>
No value required.
Marks the beginning of information identifying a Type
1 module, previously submitted, that you wish to be part
of your current submission.
1.1
<NAME>
FINANCES_98
Name of the module to be included. Must follow the
<MODULE> tag (Field up to 15 characters).
1.2
<CIK>
1234567890
CIK of the filer who previously submitted the module.
Must be nested with the tag <MODULE> (Field up to
10 characters)
1.3
<CCC>
x21234@1
CCC of the filer who previously submitted the module.
Must be nested with the tag <MODULE> (Field 8
characters).
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Tag
#
1.4
Tag
</MODULE>
Example Of Value
To Be Inserted
No value required.
Definition (Limits of Field)
A required tag marking the end of module identification
information.
Note: When the applicable CIK and CCC are those of
the primary registrant, then the module may be
inserted using only the begin module tag, the
name value, and the end module tag (e.g.,
<MODULE> FINANCES_94 </MODULE>).
2
<F1>
No value required.
.
Creates a searchable marker for notes about text. May
be used in pairs (e.g., <F1> in the text and a
corresponding <F1> at the applicable foot or end note;
any number from 1 through 99 is acceptable).
.
Note: This tag cannot be used within an HTML
document.
.
.
<F99>
3
<R>
No value required.
Indicates the beginning of redlined (revised)
information.
4
</R>
No value required.
Indicates end of redlined information. <R> and </R>
are used to "surround" revised information. To indicate
deleted information, use <R> </R> together.
Note: When you are required to redline information,
you should insert the tag <R> before and </R>
following a paragraph which contains changes. HTML
documents may be marked to show changed materials
within paragraphs. You need not redline changes to
financial statements and notes.
5
<PAGE>
No value required.
Indicates where a new page should begin in a document,
if you wish to force a specific page break.
6
<SEGMENTS>
OPINION1
Used in a master segment to reference subordinate Type
1 segments. You may use it within the text of a
document to place additional text submitted as a
segment, or between documents to place a subordinate
segment submitted as a complete document (Field for
each segment name up to 15 characters - names must be
separated with white space or tagged separately; no
white space used within the name).
ACCOUNT-TX
7
</SEGMENTS>
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Marks the end of a segment reference.
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Note: Type 2 modules and segments do not require internal document tags. These documents
are referenced on the Module/Segment page of the submission templates. EDGAR then
includes the documents with your submission while it is being processed.
Table 4-6: `Wide Table Tags (Over 80 Characters Wide)
Note: The following information is not applicable to HTML documents.
Tag
#
Tag
Example of Value
to be Inserted
Definition (Limits of Field)
1
<TABLE>
No value required.
Marks the beginning of information wider than 80
characters per line but not wider than 132 characters per
line. Two <S> or two <C> tags, or one of each, are
required with each use of the <TABLE> tag or EDGAR
will suspend the submission.
1.1
<CAPTION>
No value required.
Marks the start of text that will serve as headings for
columns.
1.2
<S>
No value required.
Marks the start of a stub (the left angle bracket is aligned
with start of the stub).
1.3
<C>
No value required.
Marks the start of a column of data (the left angle
bracket is aligned with the farthest left character of the
column of data). Multiple columns require multiple
tags.
1.4
<FN>
No value required.
Denotes (and separates) the numerical data in a table
from its footnotes.
1.5
</TABLE>
No value required.
Marks the end of a table, and return to lines no wider
than 80 characters.
Caution: If lines of text exceed 80 characters in width in ASCII documents, you must use the
<TABLE>, <S>, <C>, and </TABLE> tags. We encourage you to also use the tags in
tables less than 80 characters wide. The <S> and <C> tags must appear on a separate
line between the column headings and the data. If you use the <FN> tag, it must
appear on a separate line between the last line of data and the footnote or table
description.
For more information on using tags for tables; see Section 4.12.
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SECTION C -- Special Handling for Certain Documents
4.7 Non-Public and Confidential Information
EDGAR is designed to separate non-public from public information and disseminate
immediately only the public information. EDGAR will not immediately disseminate certain
documents when specific values are entered in the Submission Type field (e.g., when the value
CORRESP is entered into the Submission Type field). On June 24, 2004, the Commission
announced that it would begin releasing certain correspondence or portions thereof (e.g.,
documents or portions of documents with CORRESP or COVER values in the Submission Type
field) not less than 45 days after the staff completes a filing review. See Press Release 2004-89,
"SEC Staff to Publicly Release Comment Letters and Responses."
Similarly, when the Submission Type field is public information, the Type field on the Attach
Document screen determines whether or not the document is public, thereby assuring that
EDGAR treats cover letters submitted under Document Type COVER or correspondence
submitted under Document Type CORRESP as non-public. EDGAR does not immediately
disseminate non-public submission document information. The SEC staff may release all or
portions of these documents electronically if they relate to the staff’s review process. See SEC
Press Release 2004-89, “SEC Staff to Publicly Release Comment Letters and Responses.”
Note: EDGAR disseminates graphic files associated with non-public documents when they are
filed within a public submission (such as graphics on a COVER letter for a 10-Q filing),
although the non-public document itself will not be disseminated. However, graphics
associated with non-public documents filed within a non-public submission (such as
graphics on a correspondence letter filed as a CORRESP submission) will not be
immediately disseminated.
Non-public material is different from confidential material. You should continue to
submit all confidential material in paper form.
4.8 Filing on Behalf of More than One Entity
When a registration statement is made on behalf of more than one entity, you must include the
co-registrant CIK and CCC for each entity in the Main page in the fields provided. For more
information on filing on behalf of more than one entity; see Chapter 5.
Caution: All co-registrant filings must apply to the same Act(s). Only registrants identified in
the Filer CIK field as the filer in the original registration can be part of the submission
of an amendment.
Note: We recommend that you not include more than 196 co-registrants per submission. Coregistrants in excess of this number must make multiple submissions.
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When a filing involves a single registration statement under the 1933 Act filed on behalf of more
than one registrant (co-registrants), you must add a CIK and CCC field for each registrant on the
Main page. If the filing is an amendment to the registration statement, you must include the File
Number for each registrant. If you are adding a new co-registrant to an amendment, you must
type "New" in the File Number field of the new co-registrant. If the submission type for a
coregistrant differs from the form type combinations listed below, you must transmit the
submission separately for that coregistrant.
When the submission type is:
S-1
S-3
S-1/A
S-3/A
S-1MEF
S-3MEF
Then the Form-Type can only be used to refer to:
S-1 or S-3
S-3 or S-1
S-1/A or S-3/A
S-3/A or S-1/A
S-1MEF or S-3MEF
S-3MEF or S-1MEF
Use the Group-Members field when a Williams Act filing (SC 13D or SC 13G) is being made on
behalf of more than one entity, for example, for members of a group or joint filers. Identify only
one filer in the Filer field. List the other members of the group (or the other joint filers) under
the Group-Members field by name (no CIKs are necessary).
4.9 Correspondence Submissions and Documents
You may submit a correspondence document (CORRESP) on the Attach Documents List page,
or as a separate correspondence submission to EDGAR. EDGAR does not immediately
disseminate correspondence documents and submissions to the public, but they do become a part
of our records. The SEC staff may release all or portions of these documents electronically if
they relate to the staff’s review process. See SEC Press Release 2004-89, “SEC Staff to Publicly
Release Comment Letters and Responses.”
4.9.1 How To Create a Correspondence Document
To create a correspondence document, use a word processing application that supports ASCII or
HTML. Attach it to the submission using the Attached Documents List page. For more
information on submitting correspondence documents; see Chapter 5. You may also include a
PDF copy in a correspondence document.
4.10
Correct Suspended Filings
If your initial submission was suspended, you must correct and re-transmit the submission.
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N-SAR Documents
Open-end and closed-end management investment companies (other than small business
investment companies) that are electronically submitting N-SAR documents should use special
software that we provide. Use the N-SAR for DOS application to compile your N-SAR
documents. Use the N-SAR template in Modernized EDGARLink to submit your N-SAR
submission. We supply EDGAR-compatible N-SAR software to filers along with a supplement
to the EDGAR Filer Manual, Volume II - N-SAR Supplement. Except for small business
investment companies and unit investment trusts, N-SAR filers must use the N-SAR application
to create a Form N-SAR document, called Answer.fil. Before you use Modernized EDGARLink
to enclose this Form N-SAR document in a submission, you must change the name of the file so
it does not include any capital letters. Use Windows File Manager or Explorer's Rename
function to change the filename from Answer.fil to answer.fil. Using Modernized
EDGARLink, attach the answer.fil to the Modernized N-SAR template as described in Chapter
5, to prepare the Form N-SAR submission.
A filer submitting an NSAR-A or NSAR-B for a small business investment company or an
NSAR-U for a unit investment trust cannot use the special N-SAR software. These form types
must prepare a text document that includes the questions that apply from form NSAR and their
answers. If you need the Form N-SAR, please contact our Publications department (202) 9424040.
4.12
Formatting Tables Wider than 80 Characters
The following table format information does not apply to HTML documents. See Chapter 8 for
tables within HTML documents.
4.12.1 Guidelines for Presentation of Tables
Our specifications for formatting electronic filings require that lines of text in ASCII/SGML
documents not exceed 80 characters. The only exception to this limitation is information
submitted in a table or column format, which must comply with the following guidelines:
You must include information wider than 80 characters between the tags
<TABLE> (begin table tag) and </TABLE> (end table tag);
You can use no more than 132 characters per line (row);
You may introduce column headers by a line having the optional tag <CAPTION>
appearing on the otherwise blank line (row) preceding column headings (see the
examples in the next section);
The row preceding columnar information must consist of tags designating where
columns of information will begin (where tabs are set in word processing
programs or where columns begin in a spreadsheet program):
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use the <S> tag to designate the leading (left) edge of the “stub” (sometimes
referred to as the legend or key), or columns of non-numeric information (see
examples in the next section);
use the <C> tag to designate the leading (left) edge of each column of
information (at least one column to the left of the < (left angle bracket) of the
tag <C> must be blank in all rows of the table up to the next presentation tag,
e.g., <CAPTION>, <FN>, or </TABLE>);
you must use at least two <S> or <C> tags, or one of each, with each use of
the <TABLE> tag or EDGAR will suspend the submission
The row preceding any explanatory or footnote material should include the tag
<FN> (see Example I in the next section).
Refer to the following examples for guidance on using table tags in a variety of table styles.
4.12.2 Table Tags
The following list contains the tags that apply for inserting a table in your EDGAR filing,
module, or segment document:
List of tags used in the following example:
<TABLE>
Tag is placed before the wide text of the table.
<CAPTION>
Tag is placed following the wide text and preceding first line of
columnar captions.
<S>
Tag is placed at leading edge (left margin) of stub information.
<C>
Tag placed at leading edge (left margin) of each column. The column
at the immediate left of the < must be free of any characters between the
< and the preceding column on all rows.
<FN>
Tag preceding the footnote tag <F#>.
<F1>, <F2>, etc. Tag preceding the footnote information.
</FN>
Tag following the last line of footnote information.
</TABLE>
Tag following the last line of wide information, including footnotes
where they apply.
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4.12.3 Formatting Examples of Wide Tables
If you downloaded this manual from the SEC website, print the following examples at 132
characters per line, or print using condensed type. These examples, and the tags within them, do
not apply to HTML documents. See Chapter 8 for examples and information regarding HTML
documents and tags.
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Example I --Table Appearing within Textual Discussion (wide text included as part of
textual presentation):
<TABLE>
Selected Financial Data
<CAPTION>
<S>
Financial Condition:
Total Assets
Long-Term Debt
Six Months Ended
Fiscal Year Ended June 30,
December 31,
----------------------------------- ----------------1998
1999
1995
1996 1997
1996
1997
(in thousands, except per share data)
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1,754
200
1,124<F1>
200
766
268
756
207
5,029
303
1,165
125
5,431
174
Results of Operations:
Net Sales
0
0
0
0
1,347
0
898
Income (Loss) from
1,053) (935)
(892)
(613) (339) (367) (244)
Continuing Operations
Income (Loss) Per
(.03) (.03)
(.02)
(.01) .00
.00
.00
Share from
Continuing Operations
Cash Dividends
0
0
0
0
0
0
0
Per Share
<FN>
<F1>
This footnote refers to a particular item that has been tagged in the table.
It must, however, follow the footnote tag as shown.
</FN>
</TABLE>
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Example II -- Table With Tabular Data-Series Market and Trading Information
<TABLE>
xyy's common stock and series A and B preferred stock are quoted on the
NASDAQ/NMS. The following tables show for the periods indicated the high and
low closing sales prices for such securities.
<CAPTION>
Common Stock
19xx
19xx
19xx
Quarter
High
Low
High
Low
High
Low
_____
______
______
______
______
______
<S>
<C>
<C>
<C>
<C>
<C>
<C>
First
22 1/2
6 3/4
22 1/4
23 1/2
26 1/8
23 5/8
Second
12 5/8
6 1/2
25 5/8
24 1/2
25 5/8
24 1/2
Third
11
2
25 1/4
24 1/8
25 5/8
24 5/8
Fourth
25
21 1/4
25 1/2
25 1/2
23 1/2
<CAPTION>
Series A Preferred Stock
19xx
19xx
19xx
Quarter
High
Low
High
Low
High
Low
______
______
_____
_____
_____
_____
<S>
<C>
<C>
<C>
<C>
<C>
<C>
First
33 1/2
17 3/4
7 1/4
33 1/2
26 1/8
23 5/8
Second
32 5/8
15 1/2
34 5/8
32 1/2
25 5/8
24 1/2
Third
22
12
31 1/4
34 1/2
25 1/2
23 1/2
Fourth
29
25
31 1/4
34 1/2
25 1/2
23 1/2
<CAPTION>
Series B Preferred Stock
19xx
19xx
19xx
Quarter
High
Low
High
Low
High
Low
______
______
______
_____
______
______
<S>
<C>
<C>
<C>
<C>
<C>
<C>
First
53 1/2
34 3/4
57 1/2
53 1/2
46 1/8
43 5/8
Second
52 5/8
35 1/2
54 5/8
52 1/2
45 5/8
44 1/2
Third
42
32
50 1/4
51 1/8
45 5/8
44 5/8
Fourth
49
45
51 1/4
54 1/2
45 1/2
43 1/2
</TABLE>
Note: The <CAPTION>, <S>, and <C> tags are repeated to indicate insertion of new captions.
4.13
Using the Module Capability of EDGAR
This section discusses using EDGAR's module capabilities.
4.13.1 EDGAR Definition of a Module
A module is information that is stored on the non-public data storage area of EDGAR. You may
copy it into subsequent filings so you do not have to re-submit the data each time.
Caution: You may not include hyperlinks of any type in a module; however, modules may be
graphics (*.jpg or *.gif) or PDF documents.
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4.13.2 How EDGAR Handles Modules
You must send a uniquely-named module in a separate submission. You must name the module
according to the following:
Must be no more than 15 characters long
Must begin with an uppercase letter (alpha character)
Characters after the beginning letter should be uppercase letters, numbers,
underscores, or hyphens (not periods)
EDGARLink automatically converts the letters of your module name to uppercase
EDGAR treats the module as your private information, and stores it on our database according to
your CIK. Another filer may reference your module by providing your CIK and CCC, as shown
in the examples in paragraph 4.13.4. You may store up to 10 modules for a single CIK. The
maximum size of a module is one megabyte, but the total for all modules for a single CIK is also
one megabyte.
If you activate the Test radio button on the Main page, EDGAR will check the module
submission for errors but will not store it (i.e., test modules are not stored for referencing in
subsequent submissions).
EDGAR validates modules at the time you submit them. If a module contains errors, EDGAR
will report those errors to you and/or your filing agent. EDGAR will suspend all modules that
contain errors. There are two kinds of modules:
Type 1 -- a piece of a document
Type 2 -- one complete document
To include a type 1 module in a document, you must include a reference to the Type 1 module
within a document. Type 2 modules are treated like submission documents and are included in
your submission automatically from the Attached Module/Segment page. They are attached at
the bottom of the submission. EDGAR will suspend any module with submission headers or
document headers.
If a transmitted Type 1 or 2 module contains only white space (is blank), EDGAR will suspend
the entire submission. The following is a listing of tags that EDGAR accepts within non-HTML
Type 1 modules:
<F1> ... <F99>
<PAGE>
<R>
All other allowable document tags can appear within
the redlining tag nest.
</R>
<TABLE>
All other allowable document tags plus:
<CAPTION>
<S>
<C>
<FN>
</TABLE>
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HTML modules use HTML tags. All other SGML tags, except for <PAGE> and <R>, are not
supported and may cause errors in HTML modules. For more information on HTML documents;
see Chapter 8.
4.13.3 Structure of a Module Submission
Because Modernized EDGARLink automatically maintains the submission and its documents,
you no longer include the Header and/or Document tags around the module document. The only
tags allowed are internal document tags.
4.13.4 How to Refer to a Module in a Subsequent Submission
Modernized EDGARLink compiles your submissions and EDGAR processes and indexes your
submissions. You are still required to place Type 1 module references within the document text
where you want the module to appear.
The following is an example of how to refer to a module in a subsequent submission:
Example of Referencing a TYPE 1 Module -- a partial document (this reference is made within
the text of a document.):
xxxxxxxxxxxxxxxx(text of submission) xxxxxxxxxxxxxxxxxxxxxxxxxxxx
<MODULE>
<NAME> OPINION2
<CIK> 1234567890
<CCC> x21234@1
</MODULE>
xxxxxxxxxxxxxxxx(any additional text)xxxxxxxxxxxxxxxxxxxxxxxxxxxx
Referencing a TYPE 2 Module
You reference your Type 2 modules in Modernized EDGARLink on the Module/Segment page.
EDGAR automatically attaches, to the bottom of the submission, the module (or segment)
residing on the system when it processes your submission; see Chapter 5.
4.14
Submitting Filings in Segments
You can submit parts of a single filing to EDGAR separately, from different locations and under
different CIKs. After you have submitted all parts, EDGAR can assemble the entire filing, and
processes it as though you had submitted it in a single transmission.
Caution: You many not include hyperlinks of any kind in a segment; however, segments may be
graphics (*.jpg or *.gif) or PDF documents.
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4.14.1 How Segment Filings Work
With segmented filings:
You identify one segment as the master segment and identify the registrant for
whom the filing is being made
All other segments are subordinate segments
The CIK used to identify the filer in the master segment is the master segment
CIK and it must be included in subordinate segments for reference
You must transmit the master segment to us last after all subordinate segments
have been transmitted. The master segment is the submission type that is the final
assembled submission. It must reference each subordinate submission segment
submission
4.14.2 Segment Test Submissions
EDGAR will check segment submissions when you run the document or submission validation.
You can also check for errors by activating the Test radio button and transmitting the test
segment using the Filing website. However, the submitted test segment submissions will not be
available for inclusion in subsequent test or live submissions.
4.14.3 Segment Filing Requirements
The following requirements apply to filings submitted in segments:
We must receive and accept all segments that comprise a filing within six
business days
You must submit the master segment last
You cannot correct segment submissions; you must re-submit them
You can only use segments once; after that they are unavailable. The Master
Segment CIK field in subordinate segments must match the Filer CIK fields in the
master segment
If the assembled master segment is suspended the subordinate segments remain
available to be used
4.14.4 Segment Naming Conventions
You can submit segments separately from the filings into which you insert them, and you must
give them reference names. The names you assign your segments must comply with the
following limitations:
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Must be no more than 15 characters long
Must begin with an uppercase letter (alpha character)
Characters after the beginning letter may be uppercase letters, numbers,
underscores, or hyphens (not periods)
Spaces are not allowed
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EDGARLink automatically converts your segment name to all uppercase letters
4.14.5 How EDGAR Handles Segments
EDGAR must process a segment submission without errors before it can be indexed on the
EDGAR database. You must reference the subordinate segment in a master segment within six
business days after the subordinate segment was indexed, or the subordinate segment expires. A
subordinate segment can only be referenced once in a live submission.
There are two kinds of segments:
Type 1 -- an incomplete document
Type 2 -- one complete document
Modernized EDGARLink automatically places submission and document headers round your
Type 1 segments when you compile your Type 1 segment submission. Just like modules, a
reference to a Type 1 segment must occur within a submission document.
Reference subordinate Type 1 segments in the master segment using the beginning segment tag
<SEGMENTS>, the segment name, and the ending segment tag </SEGMENTS>. These tags are
placed in the document where you want the Type 1 segment(s) to be inserted.
Type 2 segments are complete documents associated with a filing CIK. Type 2 segments are
referenced on the Attached Module/Segment page on the submission templates. EDGAR
automatically includes the Type 2 segment document upon receipt of the submission.
EDGAR will suspend all segments containing errors.
Note: You may not reference segments within a segment. However, you can reference modules
within a segment.
The following is a listing of EDGAR tags that are accepted within ASCII (non-HTML)
segments:
<F1> ... <F99>
<PAGE>
<R>
All other allowable document tags can appear within
the redlining tag nest.
</R>
<TABLE>
All other allowable document tags plus:
<CAPTION>
<S>
<C>
<FN>
</TABLE>
You must use HTML tags for HTML segments. All other SGML tags, except for <PAGE> and
<R>, are not supported. After you have submitted all error-free segments and the master
segment, EDGAR will reconcile the segment references by inserting all text from the subordinate
segment submission (s) into the master document between the beginning <SEGMENTS> and
ending </SEGMENTS> segment tags.
EDGAR Release 8.10 EDGARLink
Filer Manual (Volume I)
4-24
February 2005
4.14.6 Errors in Segments
EDGAR validates segments at the time you submit them. If a segment contains errors, EDGAR
reports those errors to you and/or your filing agent.
If a transmitted Type 1 or 2 segment contains only white space (is blank), EDGAR will suspend
the entire submission.
If an error arises when the EDGAR system attempts to combine segments, or if EDGAR detects
an error in the master segment, EDGAR will suspend the filing. The expiration dates of
subordinate segments referenced in the master segment are extended six business days from the
day of suspension of the master segment.
When EDGAR detects an error in a subordinate segment, the segment is not accepted and you
must re-submit the corrected subordinate segment.
Note: Modernized EDGARLink will raise an error when it is error-checking a master segment
with Type 2 segment references and it cannot find the segment referenced. This error will
not occur if all subordinate segments are present on EDGAR when the master segment is
filed and the document count accounts for all documents in the assembled filing.
4.14.7 Examples of Segment Tagging within a Submission Document
For Type 1 or 2 submission segments you no longer need to enter tag and header information.
This information is placed around the .txt file or .xls file of the segment that you submit using
Modernized EDGARLink.
When your filing has Type 1 segments, you should use the segment
This text is long and has been trimmed here. Open the source document for the complete record.
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