Filer Manual – Volume I
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Filer Manual – Volume I
General Information
VERSION 8
September 2009
Notice
This draft Filer Manual, posted before Commission approval of potential regulatory changes in
this release, is provided as a service to our filing community to assist filers, agents, and software
developers in their preparation of responses to potential changes the staff anticipates. Since this
is a draft manual, the SEC retains the right to change any part of the manual before the new
system release is made final. In addition, the final EDGAR Filer Manual (Version 8) is subject to
Commission approval and may be revised before approval or not approved at all. Similarly, the
posting of the draft manual does not indicate Commission approval of any pending proposed
changes relating to the potential changes reflected in the draft manual. The changes outlined in
this draft manual, if approved, are scheduled to take effect on September 28, 2009. The final
version of the manual will be made available as and if approved by the Commission on or about
September 28, 2009, on the SEC’s Public Website.
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. EDGAR Filer Manual (Volume I) General
Information introduces the requirements for becoming an EDGAR Filer and maintaining
EDGAR company information. EDGAR Filer Manual (Volume II) EDGAR Filing illustrates the
process to submit an online filing. EDGAR Filer Manual (Volume III) N-SAR Supplement is a
guide for preparing electronic submissions of Form N-SAR.
For up-to-date information regarding filing-related topics, consult the following EDGAR websites:
•
Information for EDGAR Filers (http://www.sec.gov/info/edgar.shtml)
•
EDGAR Gateway to submit filings (http://www.portal.edgarfiling.sec.gov)
•
EDGAR Company Database (http://www.edgarcompany.sec.gov).
EDGAR® and EDGARLink® are registered trademarks of the Securities and Exchange
Commission. EDGARLite™ is a trademark 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.
To protect the privacy of our filing community, filers are asked not to include social security
numbers in filings submitted to the Commission.
EDGAR Filer Manual (Volume I)
September 2009
Updates
On September 28, 2009, EDGAR Release 9.17 will introduce the following changes:
•
EDGAR will be upgraded to enforce additional XBRL validation requirements to
improve the quality of XBRL exhibits. This change will enhance the validation
process the EDGAR system uses to confirm compliance with the requirements in
Chapter 6 of the EDGAR Filer Manual, Volume II: “EDGAR Filing”.
•
Minor Form D Changes.
•
Filers will be able to electronically submit the withdrawal of an application for
exemptive or other relief from the federal securities laws as submission types APP
WD and amendments as APP WD/A on the EDGARLink Submission Template # 3.
EDGAR will continue to accept these applications in the paper format.
•
Forms F-6, F-6/A, F-6EF, and F-6 POS will now allow filers to add Subject Company
related information. All banks representing American Depository Receipts should
obtain their own EDGAR access codes and file these forms using their CIK and the
Subject Company’s CIK. These submission types are available on EDGARLink
Submission Template #1 which should be downloaded to ensure that filings are filed
successfully.
EDGAR Filer Manual (Volume I)
September 2009
Table of Contents
1.
2.
INTRODUCTION TO VOLUME I ................................................................................. 1-1
1.1 Organization of this Manual ........................................................................................ 1-1
1.2 Conventions Used in this Manual ................................................................................ 1-1
GENERAL INFORMATION FOR FILERS .................................................................. 2-1
2.1 How to Obtain the EDGAR Filer Manual ................................................................... 2-1
2.2 Hours of Operation ...................................................................................................... 2-1
2.3 Introduction to Web Browsers ..................................................................................... 2-1
2.3.1
Browser Differences.................................................................................................................. 2-1
2.4 Accessing EDGAR ...................................................................................................... 2-2
2.5 EDGAR Hardware and Software Requirements.......................................................... 2-3
3.
2.6 Getting Help with EDGAR.......................................................................................... 2-3
BECOMING AN EDGAR FILER .........................................Error! Bookmark not defined.
3.1 Getting Ready .............................................................................................................. 3-1
3.1.1
Accessing the EDGAR Gateway............................................................................................... 3-5
3.1.2
Accessing the EDGAR Filer Management Website.................................................................. 3-6
3.1.3
Navigating the EDGAR Filer Management Website (EFMW)................................................. 3-8
3.2 New SEC Filer: Applying for EDGAR Access ......................................................... 3-10
3.2.1
Overview ................................................................................................................................. 3-10
3.2.2
Application (Form ID)............................................................................................................. 3-11
3.2.3
Assembling and Submitting the Form ID Application ............................................................ 3-20
3.2.4
Defining a Passphrase.............................................................................................................. 3-27
3.2.5
Authentication Documentation................................................................................................ 3-32
3.2.6
Application Acceptance and Applicant Notification ............................................................... 3-33
3.3 Current SEC Filer: Applying for EDGAR Access .................................................... 3-33
3.3.1
Current Paper Only Filer ......................................................................................................... 3-33
3.3.2
New Serial Company............................................................................................................... 3-38
3.4 Creating an Asset Backed Securities Issuing Entity .................................................. 3-42
3.5 Examples of Notification Messages........................................................................... 3-47
4.
3.5.1
Form ID Application Messages............................................................................................... 3-48
3.5.2
Convert Paper Only Filer to Electronic Filer Request............................................................. 3-50
3.5.3
EDGAR Access for New Serial Companies Request.............................................................. 3-52
GENERATING EDGAR ACCESS CODES ................................................................... 4-1
4.1 Generating All EDGAR Access Codes........................................................................ 4-1
4.1.1
Requesting an EDGAR Passphrase ........................................................................................... 4-4
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5.
4.1.2
Update Passphrase Request ....................................................................................................... 4-9
4.1.3
Changing your CCC or Password............................................................................................ 4-10
4.1.4
Creating a Passphrase for the First Time................................................................................. 4-14
MAINTENANCE OF COMPANY DATA ...................................................................... 5-1
5.1 Login to EDGAR ......................................................................................................... 5-1
5.2 Accessing Submission and Company Information ...................................................... 5-1
5.3 Retrieve Company Information ................................................................................... 5-3
5.4 Edit Company Information .......................................................................................... 5-5
5.4.1
6.
Series and Classes (Contracts) Information............................................................................... 5-8
5.5 Logging in with a Different CIK ............................................................................... 5-21
INTRODUCTION TO FILING ON EDGAR ................................................................. 6-1
6.1 Preparation and Submission......................................................................................... 6-1
6.2 EDGARLink Forms ..................................................................................................... 6-1
6.2.1
Creating an EDGARLink Filing................................................................................................ 6-1
6.2.2
Transmitting an EDGARLink Filing......................................................................................... 6-2
6.2.3
Additional Filing Transmission Methods for EDGARLink Filings .......................................... 6-2
6.3 Online XML Forms...................................................................................................... 6-3
6.3.1
Creating an Online XML Form ................................................................................................. 6-3
6.3.2
Transmitting an Online XML Form .......................................................................................... 6-4
6.4 Filer-Constructed Technical Filing Specifications ...................................................... 6-4
6.4.1
XFDL Technical Specification.................................................................................................. 6-5
6.4.2
XML Form Type Technical Specification................................................................................. 6-5
6.4.3
Transmitting XFDL and XML Form Types .............................................................................. 6-6
APPENDIX A. GLOSSARY OF COMMONLY USED TERMS, ACRONYMS, AND
ABBREVIATONS......................................................................................................... A-1
APPENDIX B. FREQUENTLY ASKED QUESTIONS ....................................................... B-1
APPENDIX C. AUTOMATED NAME CONFORMANCE RULES .................................. C-1
September 2009
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EDGAR Filer Manual (Volume I)
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 Trust Indenture Act of 1939, and the Investment Company Act of
1940 (collectively, "Acts").
When you have determined that you have a requirement to file electronically on EDGAR, you
must follow a specified process. The first step of this process, applying to be an electronic filer,
is covered in this manual. The EDGAR system has built in a number of safeguards that require
you to complete a formal application process before you can access most of the EDGAR Filer
Websites. After you complete that process, you will be able to generate new or replacement
access codes that allow you to start filing on the system. These codes also provide access to other
sites that allow you to create certain types of filings, or to update your company information. The
two EDGAR Filer Manuals are designed to help you follow this process. The first volume of this
manual covers the application process and outlines how to keep your company data, which is
stored in EDGAR, up-to-date. The second volume helps you understand the tools provided by
the SEC for constructing and transmitting electronic submissions.
The SEC accepts electronic submissions through the Internet or direct dial transmissions.
EDGAR will disseminate that information and you may view electronically submitted filings in
the SEC's Public Reference Room in Washington, DC, through commercial dissemination
services, or by using the SEC's website on the World Wide Web (http://www.sec.gov).
Do you need to file through EDGAR?
Whether or not you need to submit filings on EDGAR will depend on the form type(s) you are
required to submit. For those requirements, refer to Regulation S-T, Rule 101 [Mandated
Electronic Submissions and Exceptions].
Rules Governing Forms and Filing Information
EDGAR provides you with an electronic means 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.
Please see the EDGAR Filer Manual Volume II for a detailed listing of laws and releases that
affect electronic filing. You may obtain copies of this material from our SEC website
(www.sec.gov).
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1.
INTRODUCTION TO VOLUME I
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, 3.6.1).
The chapters of this volume primarily refer to the process of registering as an electronic filer on
EDGAR and maintaining your company information.
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
CHAPTER 2 – General Information for Filers
CHAPTER 3 – Becoming an EDGAR Filer
CHAPTER 4 – Generating EDGAR Access Codes
CHAPTER 5 – Maintenance of Company Data
CHAPTER 6 – Introduction to Filing on EDGAR
APPENDICES:
A
Glossary of Commonly Used Terms, Acronyms, and Abbreviations
This glossary contains terms, acronyms, and abbreviations used in the Filer Manual.
B
Frequently Asked Questions
Answers to some of the questions asked most frequently by EDGAR filers.
C
Automated Name Conformance Rules for Company and Individual Entity Names
Appendix C explains the conformance rules that will be automatically applied to
company and Individual Entity Names entered in the EDGAR system.
1.2
Conventions Used in this 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]
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•
Titles of check, dialog, and list boxes, fields, functions, options, processes, queries,
reports, pages, tables, and windows appear in title case:
◊
◊
◊
◊
•
Menus, menu options, radio buttons, and statuses appear in title case and have double
quotation marks around them:
◊
◊
◊
•
The C:\temp directory
Click on the EDGARInstaller.exe icon
Keystroke combinations appear between less-than and greater-than brackets and in
upper case:
◊
◊
•
“Test Filing” radio button
From the “Edit” menu, select “Copy”
“Busy” status
Directories and file names appear in bold text:
◊
◊
•
Submission Type list box
Name field
Company Information query
Return Copy check box
<ALT-TAB>
<CTRL-C>
Internet Hyperlinks appear underlined:
◊
September 2009
Home
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EDGAR Filer Manual (Volume I)
2.
GENERAL INFORMATION FOR FILERS
2.1
How to Obtain the EDGAR Filer Manual
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).
You can also purchase the latest version 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
100 F Street, NE
Room 1580
Washington, DC 20549
Or, call Thomson Financial at one of the following numbers:
(800) 638-8241
(301) 951-1350
2.2
Hours of Operation
EDGAR accepts new filer applications, new filings, and changes to filer data 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.
2.3
Introduction to Web Browsers
The EDGAR system uses web-based technology to make submitting filings easier and faster.
Web browsers read code called Hypertext Mark-up Language (HTML). Many people have
become familiar with HTML since they have used the Internet. We use a browser as an integral
part of EDGAR, providing our interface to the EDGAR Filing Website.
2.3.1
Browser Differences
There are two industry standard browsers currently in use today: Netscape Navigator and
Microsoft Internet Explorer (IE). The EDGAR Filing Website does not support Netscape version
6.0. Both browsers 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 covers some functions that are innate to browsers, how your browser
should be set up, and the differences between Netscape and IE. You should be aware that there
might be subtle differences if you are using IE or other versions of Netscape.
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Netscape Menu Bar
Internet Explorer Menu Bar
Figure 2-1: Browser Menu Bars
Both browsers have very similar navigation functions: [Back], [Forward], [Stop], and [Reload]
buttons, Current Address Location fields, as well as buttons for performing other functions such
as printing and saving. The largest difference between the two browsers is button appearances
and where to update 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,
these buttons do not 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.
When you login to an EDGAR website, please read the Welcome Page. It contains updated
information about EDGAR, including filing requirements, system changes, new versions of
software tools and submission templates, and other related information.
2.4
Accessing EDGAR
To access EDGAR, a filer must have EDGAR access codes. If you are a new filer or an existing
filer who wants to file in another capacity (e.g., become a filing agent or training agent), you
must use Form ID to apply for EDGAR access codes. You do this by completing and submitting
an electronic Form ID. You must also supply a notarized authentication document in one of two
ways: Complete the fillable PDF version of the Form ID (a copy is available on the SEC’s
Public Site), print a copy of the completed PDF so that it can be signed and notarized, create an
electronic image of the signed and notarized document, attach it to your electronic Form ID
application and submit both to the Commission; or after you have submitted your electronic
Form ID application, create, sign and notarize your authentication document and then fax it to
the Commission. If we do not receive either the PDF image or the fax version of your
authentication document, we cannot process your application. Details of this process are covered
in other sections of this manual. Once you have obtained your access codes, you will be ready to
login to EDGAR, download submission templates, transmit submissions, run company queries,
update your company information, or change your password/CCC (CIK Confirmation Code).
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EDGAR Filer Manual (Volume I)
2.5
EDGAR Hardware and Software Requirements
The following list states the recommended system requirements:
•
PC with the following:
◊
◊
◊
◊
500+ MHz processor
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 20–30 MB
of disk storage for submission preparation and transfer
•
Monitor (color recommended, but not required)
•
Printer (recommended, but not required)
•
Internet browser: Netscape Navigator version 7.0 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 EDGAR 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
If you have questions about your PC configuration, check with the manufacturer.
2.6
Getting Help with EDGAR
For Procedural and Technical questions, contact Filer Support
You can reach our Filer Support Branches in the Divisions at (202) 551-8900. These offices
respond to general EDGAR questions like how to become a filer, the form ID process, how to
get to the Websites, how to update filer information, filing of forms, and header tags. Filer
Support is available each business day from 9:00 a.m. to 5:30 p.m. Eastern Time. Filer
Support voicemail will be available during off hours.
For general fee information, contact our Fee Account Services Branch in the Office of Financial
Management at (202) 551-8989.
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For Substantive questions, contact your Division
For filing content, rule interpretations, filing date adjustments, and hardship exemption requests,
contact the division that reviews the filing, the Division of Corporation Finance or Investment
Management, during normal business hours 9:00 a.m. to 5:30 p.m., Eastern Time.
Division of Corporation Finance:
For help with filings reviewed by the Division of Corporation Finance, contact the Office
of Information Technology in the Division of Corporation Finance at (202) 551-3600.
Division of Investment Management:
For help with Form 13-F, call the IM Chief Counsel inquiry line: (202) 551-6865
For help with Form N-SAR or Form 24F-2, call the N-SAR/24F-2 inquiry line: (202)
551-6703.
For help with investment company filings (except Forms 13-F, N-SAR and 24F-2), call
the IM EDGAR inquiry line: (202) 551-6989.
•
For questions concerning post-acceptance corrections and withdrawals, first please
read our notice, “IM EDGAR Post-Acceptance Corrections” on the Information for
EDGAR Filers web page (http://www.sec.gov/info/edgar.shtml).
•
For questions concerning series and classes (contracts), first read our notice, “Series
and Class (Contract) Notice and FAQ’s,” on the Information for EDGAR Filers web
page (http://www.sec.gov/info/edgar.shtml).
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EDGAR Filer Manual (Volume I)
3.
3.1
BECOMING AN EDGAR FILER
Getting Ready
To automate the process of submitting a Form ID application, the SEC has developed the
EDGAR Filer Management Website (EFMW). At this website a potential filer can file the
Form ID application, generate access codes (new/replacement), update a passphrase (required
security code), convert from a paper only filer to an electronic filer, and obtain access codes for
serial companies. You can access this website directly through its Uniform Resource Locator
(URL): https://www.filermanagement.edgarfiling.sec.gov or through our EDGAR Gateway.
The EDGAR Gateway allows you to navigate between the multiple EDGAR websites more
easily. It is located at: http://www.portal.edgarfiling.sec.gov. It is strongly recommended that
you bookmark this website or add it to the Favorites list in your browser.
This section describes the process that a new filer must follow to gain access to EDGAR. It also
describes how to access the EDGAR Gateway and EFMW. For the EFMW, it covers the
functionality that it provides, including how to create and submit a Form ID application
electronically.
Before you can use the EDGAR system, you must submit a Form ID application to be accepted
as an EDGAR filer. (Refer to Section 3.2, New SEC Filer: Applying for EDGAR Access, for
more information. If you wish to create an Asset-Backed Securities Issuing Entity, refer to
Section 3.4, Creating an Asset Backed Securities Issuing Entity.) An EDGAR filer can be a
registrant, a third-party non-registrant filer, a transfer agent, 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 on behalf of the issuer or Section
16 filer. 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) to 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 adding it to your company’s information.
You must file your Form ID application electronically via the EDGAR Filer Management
Website. You can either attach a notarized authentication document (a manually signed and
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notarized PDF version of the Form ID document) to your Form ID application so that both
can be electronically submitted at the same time or you can fax the required manually signed
and notarized authentication documentation to the SEC two business days before or after
you have submitted your electronic Form ID. Filers who are updating their passphrase or
converting from a Paper to Electronic filer must fax their notarized documentation.
Intentional misstatements or omissions of facts constitute federal criminal violations. See 18
U.S.C. 1001.
Section 3.2, New SEC Filer: Applying for EDGAR Access, contains instructions on how to do
this. 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) 551-4040, or by making a written request to the following address:
ATTN: Publications Branch
US Securities and Exchange Commission
Mail Stop L610
100 F Street, NE
Washington, DC 20549
You must fax the manually signed and notarized authentication documentation associated
with your electronic Form ID to the following office:
US Securities and Exchange Commission
ATTN: Filer Support
(202) 504-2474
or
(703) 914-4240
or
(703) 813-6961
You may contact Filer Support at (202) 551-8900 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 non-EDGAR. Individuals
should use their own CIK number and password each time they logon to
EDGAR, even if their filings relate to different registrants.
◊
September 2009
Using the CIK to Login and Identify Submitter Registrants:
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EDGAR Filer Manual (Volume I)
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
unique identifier 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 casesensitive, 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 third-party agent submits a
filing for you, the agent uses its own login CIK 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:
We recommend that you change your CCC after a third-party filing agent
has used it for a submission on your behalf. This will prevent the filing agent
from inadvertently making unauthorized filings using your access codes.
(This can occur if a filing agent does not carefully check the codes it uses in
a filing prior to submitting it). You may also want to change your CCC for
security purposes. You will find procedures for changing the CCC in
Chapter 4.
•
Password:
The password is a code of eight characters having at least one number (0-9) and
at least one special character (@, #, $, *). The password is case-sensitive 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. This entity
may be you, or a filing agent, or the law firm who files on your behalf. 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
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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:
We encourage you to change your password frequently, at least annually. You
will find procedures for changing a password in Chapter 4. To change a
password, you must use a Password Modification Authorization Code
(PMAC). 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 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 authentication documentation, and it must be accepted by the
SEC, so be sure to keep your password up to date. (Refer to Section 4.1,
Generating All EDGAR Access Codes, for instructions on how to generate a
new set of 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 one special
character (@, #, $, *). The PMAC is case-sensitive and you must enter it exactly
as created. It is a very private code, and only one or two persons in an
organization should know this code. If you misplace or have forgotten your
PMAC, you may generate a new set of EDGAR access codes (CCC, password,
PMAC) via the EDGAR Filer Management Website
(https://www.filermanagement.edgarfiling.sec.gov) using your passphrase. 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 EDGAR access codes (PMAC,
password, CCC). The passphrase follows the PMAC formatting and usage rules
(see PMAC). Because it can be used to generate the 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 manually signed and notarized authentication
documentation, and it must be accepted by the SEC. (Refer to Section 4.1,
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Generating All EDGAR Access Codes, for instructions on how to generate a new
set of 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 if the companies are going
to file on their behalf. 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 or an individual applicant.
Note: 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.
3.1.1
Accessing the EDGAR Gateway
Any potential filer can access any of the EDGAR Websites by using the EDGAR Gateway into
the EDGAR system. Please execute the following procedure:
1. Connect to the Internet.
2. Go to the EDGAR Gateway
http://www.portal.edgarfiling.sec.gov
The EDGAR Gateway page appears (see Figure 3-1: EDGAR Gateway Page).
This page functions as a gateway to all EDGAR Websites. As such, it is
strongly recommended that you bookmark this page or add it to the Favorites
list in your browser.
3. Read the questions and determine which one identifies what you want to
accomplish. If you are a new filer, click on the link that says, “Would you like
to become a new filer or generate new access codes”.
The Website Welcome page for the EDGAR Filer Management Website will
appear.
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Figure 3-1: EDGAR Gateway Page
3.1.2
Accessing the EDGAR Filer Management Website
Another way to access the EFMW is to go directly to the website by executing the following
procedure:
1. Connect to the Internet.
2. Go to the EFMW
https://www.filermanagement.edgarfiling.sec.gov
The EFMW Home page appears (Figure 3-2: EDGAR Filer Management Home
Page).
This page functions as a gateway to the website.
3. Click the [Press Here to Begin] button.
The EFMW Welcome page appears (Figure 3-3: EDGAR Filer Management
Welcome Page (Top)).
This page provides access to the electronic Form ID application and other
capabilities provided by the EFMW.
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Figure 3-2: EDGAR Filer Management Home Page
Figure 3-3: EDGAR Filer Management Welcome Page (Top)
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3.1.3
Navigating the EDGAR Filer Management Website (EFMW)
Once you access the EFMW, an option menu appears on the left-hand side of the browser
window. This menu allows you to navigate easily through the EFMW without having to return to
a menu page. This menu is broken down into two different sections:
•
Filer Management
•
Support
Figure 3-4: EFMW Welcome Page Menu
Note that clicking Home merely redisplays the EFMW Welcome page. This menu item exists for
consistency with other EDGAR websites (such as the OnlineForms/XML Website) and to
support future functionality. Please note that the links open pop-up windows, so users should not
disable pop-up displays.
3.1.3.1
Filer Management
In the Filer Management section, there are five links:
•
Apply for EDGAR Access (New)
•
Generate Access Codes (New/Replacement)
•
Update Passphrase
•
Convert Paper Only Filer to Electronic Filer
•
EDGAR Access for New Serial Companies
By clicking Applying for EDGAR Access (New), you can create a Form ID application and
submit it to the SEC for acceptance. A Form ID application is typically submitted by:
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•
A [potential] filer who has not previously filed with the SEC in any media
or
•
A current filer who needs to file in a new capacity 1
Acceptance of a Form ID application results in the creation of a new Central Index Key (CIK)2.
For more details, please refer to Section 3.2, New SEC Filer: Applying for EDGAR Access.
When you click on Generate Access Codes (New/Replacement) and enter your CIK and your
passphrase3, you are presented with EDGAR access codes (for an existing CIK) that are needed
to perform common “filing” activities. (These EDGAR access codes are the Password
Modification Authorization Code [PMAC], the password, and the CIK Confirmation Code
[CCC]). For more details, please refer to Section 4.1, Generating All EDGAR Access Codes.
By clicking Update Passphrase, you can create a request for a new passphrase and submit it to
the SEC for review and acceptance. This capability allows an existing EDGAR filer who has
forgotten or wants to change his or her passphrase to get a new passphrase. With a new
passphrase, the filer can regenerate the PMAC, password, and CCC. For more details, please
refer to Section 4.1.1, Requesting an EDGAR Passphrase.
By clicking Convert Paper Only Filer to Electronic Filer, paper filers can create a request for
EDGAR access and submit it to the SEC for review and acceptance. This capability allows the
filer to file electronically with the SEC in the future. For more details, please refer to Section
3.3.1, Current Paper Only Filer.
By clicking EDGAR Access for New Serial Companies, you can create a request for EDGAR
access for a new serial company and submit it to the SEC for review and acceptance. This
capability allows a serial company that was previously created via the submittal of a form 424B
filing to specify a passphrase for access to EDGAR (after the request has been accepted by the
SEC, the serial company can use the passphrase to get the access codes [PMAC, password, and
CCC] that are needed to file with EDGAR). For more details, please refer to Section 4.1.1
Requesting an EDGAR Passphrase.
3.1.3.2
Support
In the Support section, there are two links:
•
General Help
•
Frequently Asked Questions
3.1.3.2.1
General Help
1
“Capacity” in this context is one of the following: filer, filing agent or training agent. It refers to the applicant, not
the person filling out the form.
2
The CIK is a number that is assigned to each entity (company or individual) that submits filings to the SEC. 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 non-EDGAR.
3
The EDGAR passphrase is a security code that is used to generate a set of EDGAR access code.
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If you need help while using the EFMW on the Internet, click on General Help from the menu to
bring up the General Help page (Figure 3-5: EFMW General Help 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 3-5: EFMW General Help Page
3.1.3.3
Frequently Asked Questions
Click on Frequently Asked Questions (FAQ) to open the EFMW Frequently Asked Questions
page. The FAQ page answers the questions about the EFMW that have been asked most often.
You may find the answers helpful while using the EFMW. Click on the hyperlink topic to
display the answer in the lower portion of the window.
3.2
New SEC Filer: Applying for EDGAR Access
This section walks you through the process of applying for access to EDGAR for applicants
who are new to filing with the SEC or who need to file with the SEC in a new role (e.g.,
filing agent or training agent). Filers who have previously filed with the SEC on paper and
who need to begin filing electronically should follow the instructions in Section 3.3.1, Current
Paper Only Filer. New serial companies that need EDGAR access should follow the
instructions in Section 3.3.2, New Serial Company.
3.2.1
Overview
The process of applying for access to EDGAR consists of two parts as follows:
•
Composing and submitting a Form ID
•
Submitting Authentication documentation
Access to EDGAR will not be granted to a potential new filer until both parts have been
completed. The SEC will not accept a Form ID application until both documents have been
received. The Form ID is created and transmitted electronically, it will not be accepted as a
paper form. You have two options for supplying the notarized authentication document that
must accompany your Form ID. First, you can complete the fillable PDF version of the Form ID
that is found on the SEC’s Public Site; obtain a hardcopy version of the PDF document that can
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be signed and notarized; scan the document so that it can be attached to your electronic Form ID
application; and electronically submit both to the Commission. Filers who are updating their
passphrase or converting from a Paper to Electronic filer must fax their notarized documentation.
Second, you can fax the signed and notarized authentication document to the Branch of Filer
Support two business days before or after submitting your electronic Form ID to the
Commission.
(Refer to Section 3.2.5, Authentication Documentation, for details.)
Within the context of a Form ID, the EFMW will:
•
Allow you to provide all of the necessary information required by the SEC rules on
an appropriate data gathering form (Form ID)
•
Allow you to provide your signature and signature date
•
Allow you to verify the information on the form
•
Allow you to edit information on the form where necessary
•
Allow you to upload attachments (i.e., cover letters, exhibits, or correspondence)
•
Allow you to attach the Notarized Authentication PDF Form ID document
•
Allow you to review and confirm your information and then print the submission for
your records
Remember, the Form ID is a legal document. Consider these important notes when composing
your Form ID using the EFMW:
3.2.2
•
Intentional misstatements or omissions of facts constitute federal criminal violations.
See 18 U.S.C.1001.
•
Submission of a Form ID with missing required information will be considered
incomplete and will not be accepted – all required fields must be completed.
•
There is no capability to save work in progress, so it is important for you to have all
of the information necessary to complete the form before you begin to assemble your
submission online.
•
If you are attaching the Notarized Authenticated PDF version of the Form ID, you
should have already signed, notarized, and scanned the document when completing
the online Form ID.
•
You can exit the window at any time to discard your work in progress and start over.
•
Only one applicant per Form ID is allowed (however, a method is provided to make it
easier to submit multiple Form ID applications from the same browser window).
Application (Form ID)
This section outlines the process for composing a Form ID application using the EFMW and then
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transmitting the submission to EDGAR for processing.
Note: The instructions provided for the paper Form ID are pertinent to the information that is
entered on the electronic Form ID data entry page. These instructions are available on the
SEC website http://www.sec.gov.
Before beginning, gather all required information. Be especially sure to do the following:
•
Determine the correct filer attributes: applicant type and company/individual
indicator
•
Ensure that you have identified the necessary contacts (for both EDGAR matters and
for accounting and billing information)
•
Ensure that you have proper and valid postal addresses, telephone numbers and email addresses at hand
•
Prepare any attachments, such as a cover letter or exhibit, or your notarized, signed
and scanned Form ID, save them in the correct format and have the file names
identified4.
The first step for composing a Form ID application is to bring up the Form ID data entry form.
This is accomplished as follows:
4. Connect to the EFMW Welcome page (refer to Section 3.1.2, Accessing the
EDGAR Filer Management Website).
5. Click on Apply for EDGAR Access (New) in the menu bar.
6. A new browser window opens and the data entry page for the Form ID
application appears (Figure 3-6: EDGAR Apply for EDGAR Access (New)
Page (Top)).
7. Enter the Form ID data, described in the following subsections.
NOTE: Since the information on the PDF authentication document and the
Form ID are essentially the same, you can save time by cutting and pasting the
information from one document to the other.
4
ASCII (* .txt file extension), HTML (*.htm file extension) and PDF attachments are accepted; graphic formats are
not accepted.
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Figure 3-6: EDGAR Apply for EDGAR Access (New) Page (Top)
The information on the Form ID data entry page is sectioned into five parts:
Applicant Information
Basic information about the applicant, i.e., the company or individual that wishes to file
with the SEC.
Filer Information
Additional information about the applicant when the applicant is a company.
Contact for EDGAR Information, Inquiries and Access Codes
Information about the person who is the applicant’s point of contact for EDGARrelated information and queries.
Contact for SEC Account Information and Billing Invoices
Information about the person who is the applicant’s point of contact for “financial”
information and queries.
Signature Information
Typed signature of the applicant, the authorized representative of an applicant that is
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not an individual or the individual authorized to sign by the individual applicant or
authorized representative.
Note that the information to be entered is not the same for all applicants and that the data entry
page is customized based upon the values of the filer attributes (Applicant Type and
Company/Individual indicator). The “parts” that are required are based upon these filer attributes
are specified in Table 3-1: EDGAR Form ID, “Parts”.
Table 3-1: EDGAR Form ID, “Parts”
Applicant Type
“Form ID” Data Entry Block
Applicant
Information
Part I
Filer
Information
Part II
Contact
Information
Part III
Account
Information
Part IV
Signature
Information
Part V
Filer (Company)
Yes
Yes
Yes
Yes
Yes
Filer (Individual)
Yes
No
Yes
No
Yes
Filing Agent
(Company)
Yes
No
Yes
Yes
Yes
Filing Agent
(Individual)
Yes
No
Yes
Yes
Yes
Training Agent
(Company)
Yes
No
Yes
No
Yes
Training Agent
(Individual)
Yes
No
Yes
No
Yes
Transfer Agent
(Company)
Yes
Yes
Yes
Yes
Yes
Transfer Agent
(Individual)
Yes
No
Yes
No
Yes
3.2.2.1
Data Entry Conventions
The following are some basic EFMW data entry conventions:
•
In Internet Explorer, disabled fields are read-only and are colored gray. In Netscape,
the field is read-only but is not displayed in gray.
•
An asterisk to the right of the label name indicates a required field. (For example,
“Mailing Street 1 *” is a required field.)
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•
Press the [Tab] key to move from field to field. (For this purpose, field level help
counts as a field.)
•
Field level help is available by clicking on the label.
•
The [Exit Window] button will close the current data entry session and return to the
EFMW Welcome page. Any data entered or attachments uploaded will be discarded.
3.2.2.2
Data Entry Details
Some significant details about the entry of the information on the Form ID application are
described in the following sections. For each data portion of the data entry page there is a section
and an associated screen shot. Note that the electronic Form ID application is modeled after the
paper Form ID and that any instructions regarding the data to be entered in a field on the paper
form are applicable to the electronic form.
3.2.2.2.1
Applicant Information
The Applicant Information section of the Form ID application is the first data entry section that
is displayed on the page (equivalent to Part I of the paper form). This information is to be
supplied by all applicants. The filer attributes are the first items in this section (before the Name
of Applicant/Individual) and are critical to the data entry process as they control the data entry
fields that are available on the page. It is recommended that the filer attributes be specified
before any other data and that an effort is made to ensure that they are correct: changing them
after data has been entered in other fields may result in data being lost5. When the page is first
displayed, the filer attributes are set to {“Filer” and “Company”}.
The Name of Applicant or Name of Individual is the first data entry field after the filer attributes.
The difference between the two is that the Name of Applicant is used for companies only and
consists of a single component, while the Name of Individual is used for individuals only and
consists of four components, one each for Last Name, First Name, Middle Name, and Suffix. As
stated on the web page, the Name will be conformed according to the EDGAR standards. (See
APPENDIX C, AUTOMATED NAME CONFORMANCE RULES, for details of these
conformance rules.) These standards may be viewed online by clicking the link in the Note
above the data entry field. The process of automatic name conformance cannot be turned off or
otherwise prevented or avoided by the requestor or applicant.
The Mailing Address is required and must be entered for all applicants. However, it may also be
used for other addresses on the Form ID application (as described in the appropriate sections).
The TIN is required whenever the applicant is a Company. However, a company that has applied
for but has not yet received a TIN must enter “00-0000000” (zeroes). Remember to update your
TIN when it is received. You must use the EDGAR Filing or OnlineForms/XML Website’s Edit
Company Information capability to update the TIN in EDGAR. The TIN is not needed for
5
Data in the “parts” that are common to the filer attributes settings will be preserved; however, data that exists in a “part” that is not needed
based upon the new filer attribute setting is lost. For example, Filer (Company) requires the entry of Filer Information (Part II) – if you switch the
filer attributes to Filer (Individual), any Filer Information that you may have entered is lost.
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Individuals and cannot be entered (the entry of a Social Security Number [SSN] is not required
and is not supported).
Note: The “applicant” is the company or individual who is required to file with the SEC,
not necessarily the person who is filling in the form (although it could be). The term
“requestor” is used to refer to the person who is filling in the form.
Figure 3-7: EDGAR Form ID Page, Applicant Information
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3.2.2.2.2
Filer Information
The Filer Information section of the Form ID application is the second data entry section that is
displayed on the page (equivalent to Part II of the paper form). This information can be supplied
only for applicants that are companies.
The “Doing Business As” Name is optional. If the filer is a foreign filer, an optional Foreign
Name data entry field is also available. This name is intended for the name of the company in a
non-English language but using only the subset of the standard ASCII (text) character set that is
supported by EDGAR.
The requestor must either explicitly enter the information required for the Business Address or
check the “Business address same as mailing address” box. If the “Business address same as
mailing address” box is checked, EDGAR will copy the Mailing Address information to the
Business Address fields before submitting the Form ID application (this action is not
immediate). When this box is checked, the Business Address data entry fields are disabled
(grayed out with Internet Explorer).
Figure 3-8: EDGAR Form ID Page, Filer Information
3.2.2.2.3
Contact for EDGAR Information
The Contact for EDGAR Information, Inquiries, and Access Codes section of the Form ID
application is the third data entry section that is displayed on the page (equivalent to Part III of
the paper form). This information must be supplied for all applicants.
The Contact Address is required if any part of the address is different from the Mailing Address.
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If the Contact Address is identical to the Mailing Address, the requestor may check the “Contact
address same as mailing address” box and EDGAR will copy the Mailing Address information to
the Contact Address fields before submitting the Form ID application. When this box is checked,
the Contact Address data entry fields are disabled (grayed out with Internet Explorer).
The E-Mail Address is critical to communications between the applicant and EDGAR and its
validity is critical to success. This is because notifications (messages) are sent from EDGAR to
this e-mail address. For example, an e-mail notification is sent to the applicant after his or her
Form ID application is processed by the SEC – if the application is rejected, there is no other
way for the SEC to contact the applicant. (Subsequent notifications may be retrieved from the
EDGAR Filing or OnlineForms/XML Websites).
Figure 3-9: EDGAR Form ID Page, Contact for EDGAR Information
Note that our rules require that you keep this information current. After your Form ID
application is accepted and you have your EDGAR access codes, you can use the Edit Company
Information capability of the EDGAR Filing or OnlineForms/XML Websites to update this
information as required.
3.2.2.2.4
Contact for SEC Account Information
The Contact for SEC Account Information and Billing Invoices section of the Form ID
application is the fourth data entry section that is displayed upon the page (equivalent to Part IV
of the paper form). This information is to be supplied for all Filers and Filing Agents.
The Contact Address is required if any part of the address is different from the Mailing Address.
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If the Contact Address is identical to the Mailing Address, the requestor may check the “Contact
address same as mailing address” box and EDGAR will copy the Mailing Address information to
the Contact Address fields before submitting the Form ID application. When this box is checked,
the Contact Address data entry fields are disabled (grayed out with Internet Explorer).
Figure 3-10: EDGAR Form ID Page, Contact for SEC Account Information
3.2.2.2.5
Signature
The Signature Information section of the Form ID application is the fifth data entry section that
is displayed upon the page (equivalent to Part V of the paper form). This information is to be
supplied for all applicants. If the applicant is a company, a duly authorized person - such as a
partner, president, treasurer, corporate secretary, officer, or director - must sign the Form ID
application. Individuals may have someone with their power of attorney sign the Form ID
application. 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 written documentation must be
attached to the Form ID application. Refer to Section 3.2.3.2, Assembling the Form ID
Submission.
The Signature that is entered is the text equivalent of the signer’s manual legal signature. For
example, if Tobias Alowicious Smith uses “T. A. Smith” as his legal signature, the requestor
would enter “T. A. Smith” in this data entry field. Note that the Signature is for the applicant, the
authorized representative of an applicant that is not an individual, or the individual authorized to
sign by the individual applicant or authorized representative, which is not necessarily the
person who is filling in the form (although they could be the same).
The Title/Position is required only when the applicant is a company.
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Figure 3-11: EDGAR Form ID Page, Signature Information
3.2.3
Assembling and Submitting the Form ID Application
After you have entered all of the required data on the Form ID application, you are ready to
complete the process and submit the Form ID application to the SEC for acceptance. You
must do the following to finish the process:
3.2.3.1
•
Correct any errors
•
Upload any attachments
•
Define a passphrase
•
Submit the completed Form ID application
Verifying the Form ID Application
Note: The figures in this section all contain sample data. Each figure represents the type of data
that can be entered on the Form ID application. The figures are provided as examples of
what you will see; your data will be different.
The next step in the process is to complete the Form ID data entry phase. This is accomplished
as follows:
1. Click the [Continue] button (Figure 3-11: EDGAR Form ID Page, Signature
Information).
EDGAR validates the format and syntax of the information that you provided in
the Form ID application (you are responsible for confirming the accuracy of all
information submitted in the Form). If there are errors in the information
provided (such as missing required fields), your Form ID application with the
errors highlighted will be displayed (Figure 3-12: EDGAR Form ID, Errors
(Top)). Follow the instructions on the screen to correct the errors, and then click
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the [Continue] button. Your updated Form ID application will be revalidated; if
errors remain, your updated Form ID application with any errors is displayed.
You must correct all errors to proceed past this point.
For example, the following errors are marked in Figure 3-12:
Mailing State/Country is missing (required field)
Phone [Telephone Number] is not in the correct format
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Figure 3-12: EDGAR Form ID, Errors (Top)
2. If there are no errors in your Form ID application and the name conformance
process changes your Name, a dialog box appears (Figure 3-13: EDGAR Form
ID, Conformed Name Dialog).
The dialog box gives you the conformed Name of Applicant that will be used
when your Form ID application is submitted. Click the [OK] button in the
Conformed Name dialog box after you have reviewed the information.
Figure 3-13: EDGAR Form ID, Conformed Name Dialog
3. The EFMW Form ID Application Confirmation page appears (Figure 3-14:
EDGAR Form ID Application Confirmation Page (Top) and Figure 3-14
(bottom)).
This page allows you to review the information that will be sent to EDGAR
after you submit this Form ID application. It also provides a way for you to edit
any incorrect information (except for the conformed Name of Applicant), to
upload/delete attachments and to define a passphrase.
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Figure 3-14: EDGAR Form ID Application Confirmation Page (Top)
If you want to change any of the data displayed on the EFMW Form ID
Application Confirmation page, click the [Edit Form ID] button in the middle of
the page (Figure 3-15: EDGAR Form ID Application Confirmation Page
(Middle)).
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Figure 3-15: EDGAR Form ID Application Confirmation Page (Bottom)
The EFMW Form ID application page appears (Figure 3-16: EDGAR Form ID
Application Edit (Top)), prefilled with the data from your original Form ID
application. Change any of the data that you want, and then click the [Continue]
button. Your updated Form ID application will be reverified; if errors remain,
your updated Form ID application with any errors is displayed (Figure 3-12:
EDGAR Form ID, Errors (Top)).
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Figure 3-16: EDGAR Form ID Application Edit (Top)
3.2.3.2
Assembling the Form ID Submission
The Form ID application may include attachments (such as a Power of Attorney or your
scanned notarized Form ID authentication document). To assemble the Form ID submission
(i.e., associate any attachments with your Form ID application), you must upload them to
EDGAR (if you do not need to associate attachments with your Form ID application, skip this
step).
1. If you want to add or delete an attachment, click the [Upload/Delete
Attachments] button in the middle of the page (Figure 3-15: EDGAR Form ID
Application Confirmation Page (Middle)).
The EFMW Upload/Delete Attachment(s) page appears (Figure 3-17: EDGAR
Form ID Upload/Delete Attachment(s) Page). This page displays a table of the
uploaded attachments and allows you to manage the attachments associated
with your Form ID application.
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Figure 3-17: EDGAR Form ID Upload/Delete Attachment(s) Page
To add an attachment, click the [Upload Attachment] button (any attachments you
plan to include should already have been prepared and saved in the appropriate
format prior to assembling your Form ID submission. ASCII [*.txt file extension],
HTML [*.htm file extension] and PDF are accepted; graphic formats are not
accepted). The Upload Attachment page appears (Figure 3-18: EDGAR Form ID
Upload Attachment Page). Enter the appropriate information in the data entry
fields, and then click the [Upload] button (to return to the Upload/Delete
Attachment(s) page without uploading an attachment, click on the [Cancel]
button). The EFMW Upload/Delete Attachment(s) page appears (Figure 3-17:
EDGAR Form ID Upload/Delete Attachment(s) Page) with your new attachment
displayed in the table.
Figure 3-18: EDGAR Form ID Upload Attachment Page
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To delete an attachment, select the radio button to the left of the attachment you
wish to delete and click on the [Delete Attachment] button. The selected
attachment will be discarded and its entry in the table on the Upload/Delete
Attachment(s) page will be removed.
The EFMW Upload/Delete Attachment(s) page appears (Figure 3-17) with your
new attachment displayed in the table. Continue to add or delete attachments until
you are satisfied, and then click the [OK] button to return to the Form ID
Application Confirmation page.
Scanned notarized Form ID authentication documents should be attached as
CORRESP document types.
3.2.4
Defining a Passphrase
The passphrase is a new EDGAR security code that is used to generate (or regenerate) the
EDGAR access codes needed to make filings via EDGAR with the SEC. The passphrase is not
used to log on to the EDGAR Filing or OnlineForms/XML Websites. The passphrase allows a
filer to generate a new set of EDGAR access codes if/when they are forgotten. (Refer to Section
4.1.1, Requesting an EDGAR Passphrase, for more information.)
It is important to remember that the passphrase and the EDGAR access codes are not assigned to
the requestor of the Form ID, but to the applicant.
The last step prior to submitting your Form ID application to the SEC is to specify a passphrase.
Please remember your passphrase. For security reasons, it cannot be recovered after the Form ID
application window has been exited.
Note: Defining a passphrase must be the last step before submitting a Form ID application to
the SEC. If you enter a passphrase and then click on the [Edit Form ID] or
[Upload/Delete Attachments] button, the passphrase is discarded. This sequence of steps
helps ensure the security of the passphrase.
1. To specify your passphrase, enter it in the data entry fields near the bottom of
the Form ID Application Confirmation page (Figure 3-19: EDGAR Form ID
Application Confirmation Page (Bottom)). For security reasons, your
passphrase must be eight characters in length and contain at least one digit and
one character from the set {@, #, *, $}.
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Figure 3-19: EDGAR Form ID Application Confirmation Page (Bottom)
3.2.4.1
Submitting a Form ID Application
After completing and editing your Form ID application, adding any attachments and specifying a
passphrase, you are ready to submit the Form ID application to the SEC.
Consider this step carefully: You cannot easily retract the Form ID application after it has been
submitted. If you decide that you do not want to submit the Form ID application, close the
browser window by clicking the [Exit Window] button at the bottom of the Form ID Application
Confirmation page. If you close the window, all of the data that you have entered on the Form ID
application and any attachments will be discarded.
1. To submit your Form ID application, click the [Submit Form ID] button at the
bottom of the Form ID Application Confirmation page (Figure 3-19).
A dialog box appears (Figure 3-20: EDGAR Form ID, Submittal Dialog) asking
you to confirm that you want to submit the Form ID application. If you do not
want to submit it, click the [Cancel] button and the dialog box will disappear;
otherwise, click the [OK] button to submit the Form ID application to the SEC.
Figure 3-20: EDGAR Form ID, Submittal Dialog
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Note: After you click the [OK] button, the Form ID application is submitted to
the automated submission processing portion of the EDGAR system. This
is the start of the acceptance process; your subsequent actions in this
browser window will not affect this process. However, the acceptance
process for your Form ID cannot be completed until your authentication
document (the scanned PDF or fax) has been reviewed by the Branch of Filer
Support. Refer to Section 3.2.5, Authentication Documentation, for more
information.
The EFMW Form ID Application Acknowledgment page appears (Figure 3-21:
EDGAR Form ID Application Acknowledgment Page). This page provides the
Accession Number for the submission (use this number when referring to this
submission) and lists the Form ID information that was submitted).
Note: The Accession Number is a unique code assigned
to your Form ID submission. It has a format of:
9999999996-[Year]-[Sequence Number]
Click the [Print Window] button near the bottom of the page to print this page to
make a copy for your records and to use as your Authentication documentation.
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Figure 3-21: EDGAR Form ID Application Acknowledgment Page
2. Click the [Exit Window] button near the bottom of the Form ID Application
Confirmation page to finish the process by closing the browser window.
A dialog box appears (Figure 3-22: EDGAR Form ID, Exit Window Dialog)
asking you to confirm that you want to exit the browser window. If you do not
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want to exit, click the [Cancel] button and the dialog box will disappear;
otherwise, click the [OK] button and the browser window will be closed and the
previously entered Form ID information and any attachments (documents) will
be discarded.
Figure 3-22: EDGAR Form ID, Exit Window Dialog
3.2.4.2
Starting Another Form ID Application
If you would like to start another Form ID application, directly from the Form ID Application
Acknowledgment page, click one of the buttons provided for this purpose near the bottom of
the page (Figure 3-21: EDGAR Form ID Application Acknowledgment Page).
3.2.4.2.1
Create New, Blank Form ID
This option returns you to the Form ID Application page (in the same browser window) and
deletes all of the data that you had previously entered. Use this capability when you need to
submit another Form ID application for a company or person whose information is different from
that previously entered.
1. Click the [Create New, Blank Form ID] button near the bottom of the Form ID
Application Confirmation page.
A dialog box appears (Figure 3-23: EDGAR Form ID, New Blank Form Dialog)
warning you that the previously entered Form ID information and any
attachments (documents) will be cleared if you continue. If this is not your
desire, click the [Cancel] button on the dialog box.
Figure 3-23: EDGAR Form ID, New Blank Form Dialog
If you would like to start a new, blank Form ID application, click the [OK]
button on the dialog box. The EFMW Apply for EDGAR Access (New) page
appears in the same browser window without any of the previously entered data.
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Follow the previous instructions (Section 3.2, New SEC Filer: Applying for
EDGAR Access) to compose and submit this new Form ID application.
3.2.4.2.2
Create New, Pre-filled Form ID
After submitting one Form ID application, the Create New, Pre-Filled Form ID option returns
you to the Form ID Application page (in the same browser window) and prefills all of the data
entry fields with the data that you had previously entered, except for the Name of Applicant or
Name of Individual (as appropriate). Use this capability when you need to submit another Form
ID application for a company or person whose information is materially the same as that
previously entered.
1. Click the [Create New, Pre-filled Form ID] button near the bottom of the Form
ID Application Confirmation page.
A dialog box appears (Figure 3-24: EDGAR Form ID, New Pre-filled Form
Dialog) warning you that the previously entered Form ID information and any
attachments (documents) will be retained if you continue. If this is not your
desire, click the [Cancel] button on the dialog box.
Figure 3-24: EDGAR Form ID, New Pre-filled Form Dialog
If you would like to start a new, prefilled Form ID application, click the [OK]
button on the dialog box. The EFMW Apply for EDGAR Access (New) page
appears in the same browser window with all of the previously entered data
except for the Name (which is empty). Follow the previous instructions (Section
3.2, New SEC Filer: Applying for EDGAR Access) for composing and
submitting this new Form ID application.
3.2.5
Authentication Documentation
The Form ID application must be supplemented with additional verification to help ensure that
the application is authentic. Accordingly, the applicant is required to attach a manually signed,
notarized, and scanned PDF file to their electronic Form ID. (NOTE: A fillable PDF Form ID
is provided for this purpose on the SEC’s Public Site.) Optionally the applicant may file with
the SEC within two business days before or after electronically filing Form ID by faxing a
signed and notarized document (signed by the applicant over his typed signature), that includes
the information contained in the Form ID. If the fax is not received within this period, the
application will be rejected and the applicant must reapply.
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3.2.6
Application Acceptance and Applicant Notification
After the SEC receives both the electronic Form ID application and the associated authentication
documentation, the SEC will review and accept or reject the information provided on the Form
ID. Manual examination of the authentication document will take less time if you provide the
scanned PDF version, rather than the faxed version of the authentication document. Faxed
authentication documents, may require a day or more to complete.
A notification message stating the SEC’s disposition of the application will be sent to the e-mail
address provided in the “Contact for EDGAR Information” part of the Form ID. The disposition
will be either “accepted” or “rejected.”
If the application was accepted, the e-mail message will include but will not be limited to the
following information:
•
Text saying that the Form ID was accepted by the SEC
•
The new Central Index Key [CIK]
•
Basic directions for how to generate EDGAR access codes
•
The URL of the EDGAR Filer Management Website
If the application was rejected, the e-mail message will include but will not be limited to the
following information:
3.3
•
Text saying that the Form ID was rejected by the SEC
•
The reason that the application was rejected
•
Basic instructions on how to resolve the issues
Current SEC Filer: Applying for EDGAR Access
This section explains the process of applying for access to EDGAR for applicants who are
currently filing with the SEC, unless they seek to file in a different capacity (e.g., “individual,”
“filing agent,” or “training agent”). Other filers should follow the instructions in Section 3.2,
New SEC Filer: Applying for EDGAR Access.
3.3.1
Current Paper Only Filer
Note: The “applicant” is the company or individual who is required to file with the SEC, not
necessarily the person who is filling in the form (although it could be). The term “requestor” is
used to refer to the person who is filling in the form.
This section outlines the process for composing and submitting an EDGAR access request using
the EFMW when the applicant currently makes paper filings (only) with the SEC and wants to
start to file electronically. Before beginning, ensure that you know the Central Index Key (CIK)
of the applicant. If you do not know the CIK, you can look up the applicant by name by
connecting to the EDGAR Company Database at URL
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http://www.edgarcompany.sec.gov
and clicking the [Company Search] button. The CIK is one of the items returned by querying this
database.
3.3.1.1
Converting from Paper to Electronic Filer
The first step for composing an EDGAR access request is to bring up the EDGAR access request
data entry form. This is accomplished as follows:
1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the
EDGAR Filer Management Website.)
2. Click on Convert Paper Only Filer to Electronic Filer in the menu bar.
3. A new browser window opens and the data entry page for the EDGAR access
request appears (Figure 3-25: EDGAR Convert Paper Only Filer to Electronic
Filer Page).
Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all
of the EFMW pages.
4. Enter the required data (CIK, passphrase and e-mail address)
Refer to Section 3.2.4, Defining a Passphrase, for more detailed description of
the passphrase. For security reasons, the passphrase must be eight characters in
length and contain at least one digit and one character from the following list:
@, #, *, $.
5. Click on the [Convert to Electronic] button near the bottom of the page when
you are satisfied with the data that you entered.
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Figure 3-25: EDGAR Convert Paper Only Filer to Electronic Filer Page
A dialog box appears (Figure 3-26: EDGAR Convert to Electronic Filer,
“Continue” Dialog) asking you to confirm that you want to submit the request. If
you do not want to submit the request, click the [Cancel] button and the dialog
box will disappear; otherwise, click the [OK] button.
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Figure 3-26: EDGAR Convert to Electronic Filer, “Continue” Dialog
Note: After you click the [OK] button, the Convert Paper Only Filer to
Electronic Filer request is submitted to the automated submission
processing portion of the EDGAR system. This is the start of the
acceptance process; your subsequent actions in this browser window will
not affect this process. However, the acceptance process cannot be
completed until you submit authentication documentation to the SEC –
refer to Section 3.3.1.2, Authentication Documentation, for more
information.
The EFMW Convert Paper Only Filer to Electronic Filer Acknowledgment page
appears (Figure 3-27: EDGAR Convert Paper Only Filer to Electronic Filer
Acknowledgment Page). This page provides the Accession Number for the
submission - use this number when referring to this submission.
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Figure 3-27: EDGAR Convert Paper Only Filer to Electronic
Filer Acknowledgment Page
Click the [Print Window] button near the bottom of the page to print this page
to make a copy for your records.
6. Click the [Exit Window] button to complete the process by closing the browser
window.
No confirming dialog box is displayed - the browser window is just closed.
Once this page is printed, you may use it to satisfy the SEC’s
authentication requirements.
3.3.1.2
Authentication Documentation
The Convert Paper Only Filer to Electronic Filer request must be supplemented with additional
verification to help ensure that the request is authentic. Accordingly, the filer is required to file
with the SEC in paper by fax within two business days after electronically filing the request a
notarized document, manually signed by the filer over its printed or typed signature that includes
the information identified in this section and confirms the authenticity of the request. If we do
not receive the fax within this period, we will reject the request and the requestor will need to
reapply. The authentication documentation should include the following information:
3.3.1.3
•
CIK
•
Name associated with that CIK
•
Name of the contact person for purposes of this request
•
Acknowledgement accession number
•
Contact person
•
Contact telephone number
•
Manual signature of authorized person
•
Printed name of authorized person
•
Title of authorized person
Request Acceptance and Applicant Notification
After the SEC receives both the electronic Convert Paper Only Filer to Electronic Filer request
and the associated Authentication documentation, the SEC will authenticate the information
provided on the Convert Paper Only Filer to Electronic Filer request. A notification message
stating the SEC’s disposition of the request will be sent to the e-mail address provided in the
request. The disposition will be either “accepted” or “rejected.”
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If the request is accepted, the e-mail message will include but will not be limited to the following
information:
•
Text saying that the request was accepted by the SEC
•
Text stating that the specified passphrase was activated
•
Basic directions for how to generate EDGAR access codes
•
Instructions on how to review and update your company information (e.g., Business
Address) to ensure that it is accurate and up-to-date
•
The URL of the EDGAR Filer Management Website
If the request is rejected, the e-mail message will include but will not be limited to the following
information:
3.3.2
•
Text saying that the request was rejected by the SEC
•
The reason that the request was rejected
•
Basic instructions on how to resolve the issue
New Serial Company
Note: The “applicant” is the company or individual who is required to file with the SEC,
not necessarily the person who is filling in the form (although it could be). The term
“requestor” is used to refer to the person who is filling in the form.
A serial company is created as a result of a “parent” company filing a Form 424B6, using a serial
tag, with the SEC. When the 424B submission is accepted by the SEC, the serial company is
created in EDGAR and a [new] CIK is assigned. However, the act of creating the serial company
in EDGAR does not automatically result in EDGAR access for the new company: the new serial
company must request access to EDGAR. This section outlines the process for composing and
submitting an EDGAR access request using the EFMW when the applicant is a newly created
serial company.
Before beginning, ensure that you know the Central Index Key (CIK) of the applicant (it will be
specified in the notification message sent to the parent company by EDGAR after the SEC
accepts the Form 424B). If you do not know the CIK, you can look up the serial company by
name using the EDGAR Company Database at URL:
http://www.edgarcompany.sec.gov
and clicking the [Company Search] button. The CIK is one of the items returned by querying this
database.
Note: The EDGAR Company Database is updated nightly so it will be populated with the new
serial company’s CIK no earlier than the day after the 424B that created it is accepted.
6
“424B” is a shorthand reference for Forms 424B1, 424B2, 424B3, 424B4, 424B5, 424B6, and 424B7.
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3.3.2.1
Composing the New Serial Company Access Request
The first step for composing an EDGAR access request is to bring up the EDGAR access request
data entry form. This is accomplished as follows:
1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the
EDGAR Filer Management Website.)
2. Click on EDGAR Access for New Serial Companies in the menu bar.
3. A new browser window opens and the data entry page for the EDGAR access
request appears (Figure 3-28: EDGAR Access for New Serial Companies Page).
Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all
of the EFMW pages.
Figure 3-28: EDGAR Access for New Serial Companies Page
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4. Enter the required data (CIK, passphrase and e-mail address)
Refer to Section 3.2.4, Defining a Passphrase, for a more detailed description of
the passphrase. For security reasons, the passphrase must be at least eight
characters in length and contain at least one digit and one character from the set
{@, #, *, $}.
5. Click on the [Submit Serial Company Request] button near the bottom of the
page when you are satisfied with the data that you entered.
A dialog box appears (Figure 3-29: EDGAR New Serial Company Access,
“Continue” Dialog) asking you to confirm that you want to submit the request.
If you do not want to submit the request, click the [Cancel] button and the
dialog box will disappear; otherwise, click the [OK] button.
Figure 3-29: EDGAR New Serial Company Access, “Continue” Dialog
Note: After you click the [OK] button, the EDGAR Access for New Serial
Companies request is submitted to the automated submission processing
portion of the EDGAR system. This is the start of the acceptance process;
your subsequent actions in this browser window will not affect this
process. However, the acceptance process cannot be completed until you
submit Authentication documentation to the SEC. Refer to Section 4.1.1.2,
Authentication Documentation, for more information.
The EFMW EDGAR Access for New Serial Companies Acknowledgment page
appears (Figure 3-30: EDGAR Access for New Serial Companies
Acknowledgment Page). This page provides the Accession Number for the
submission - use this number in the future when referring to this submission.
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Figure 3-30: EDGAR Access for New Serial Companies Acknowledgment Page
Note: The Accession Number is a unique code assigned
to your Form ID submission. It has a format of:
9999999996-[Year]-[Sequence Number]
Click the [Print Window] button near the bottom of the page to print this page
for your records.
Once this page is printed, you may use it to satisfy the SEC’s
authentication requirements.
6. Click the [Exit Window] button to finish the process by closing the browser
window.
No confirming dialog box is displayed - the browser window is just closed.
3.3.2.2
Authentication Documentation
The EDGAR Access for New Serial Companies request must be supplemented with additional
verification to help ensure that the request is authentic. Accordingly, the filer is required to file
with the SEC in paper by fax within two business days after electronically filing the request a
notarized document, manually signed by the filer over its printed or typed signature, that includes
the information identified here and confirms the authenticity of the request. If we do not receive
the fax within this period, we will reject the request and the requestor will need to reapply. The
authentication documentation should include the following information:
•
CIK
•
Name associated with that CIK
•
Name of the contact person for purposes of this request
•
Acknowledgement accession number
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•
Contact person of the parent company on database
•
Contact telephone number of the parent company on database
•
Accession number of the 424B filing that created the serial company
•
Printed or typed signature of authorized person
3.3.2.3
E-mail Notification of Acceptance or Rejection
After the SEC receives both the electronic EDGAR Access for New Serial Companies request
and the associated Authentication documentation, the SEC will authenticate the information
provided on the EDGAR Access for New Serial Companies request. A notification message
stating the SEC’s disposition of the request will be sent to the e-mail address provided in the
request. The disposition will be either “accepted” or “rejected.”
If the request is accepted, the e-mail message will include but will not be limited to the following
information:
•
Text saying that the request was accepted by the SEC
•
Text stating that the specified passphrase was activated
•
Basic directions for how to generate EDGAR access codes
•
The URL of the EDGAR Filer Management Website
If the request is rejected, the e-mail message will include but will not be limited to the following
information:
3.4
•
Text saying that the request was rejected by the SEC
•
The reason that the request was rejected
•
Basic instructions on how to resolve the issue
Creating an Asset Backed Securities Issuing Entity
Request Asset-Backed Securities (ABS) Issuing Entities Creation allows an Asset-Backed
Securities Depositor to request the creation of up to 100 related Issuing Entities. The depositor
must have a SIC code 6189 in order to initiate this request. Note: It is advisable to limit the
number of companies specified in any one request. If there is a problem with the appropriateness
of one of the names of the Issuing Entities, your request may be rejected. If this happens, then
you must resubmit your entire request.
Once you have logged into EDGAR and accessed the Retrieve/Edit Company and Submission
Data page, you can prepare a request to create ABS Issuing Entities:
1. Login to EDGAR.
2. When you reach the EDGAR Welcome page, click on Retrieve/Edit Data.
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3. Figure 3-31: Retrieve/Edit Data Page appears and prompts you for your CIK
and CCC information:
Enter your CIK in the CIK field and press [Tab].
Enter your CCC in the CCC field.
Click on the [Continue] button.
Figure 3-31: Retrieve/Edit Data Page
Figure 3-32: Retrieve/Edit Company and Submission Data Page appears.
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Figure 3-32: Retrieve/Edit Company and Submission Data Page
4. Click on Request Asset-Backed Securities (ABS) Issuing Entities Creation. The
Add ABS Issuing Entities page appears as shown in Figure 3-33: Add ABS
Issuing Entities Page.
Figure 3-33: Add ABS Issuing Entities Page
5. For each Issuing Entity to be created you must provide the following
information:
Company Name
Note: The “Company Name” must be in English! Also, the value that
you enter will be conformed to meet EDGAR standards. These
standards can be accessed by clicking on the link in the note above the
Company Name field.
E-mail Address
Re-enter E-mail Address
Passphrase
Note:
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Your passphrase must be eight (8) characters long and must
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contain at least one digit and one of the following characters: @,
#, *, or $. Please remember the passphrase as you type, as the
passphrase will not be displayed.
Re-enter Passphrase
On this screen, required fields are indicated by an asterisk (*). If you do not fill in
all required fields, you will be prompted with an error upon submission. If you
want to cancel the changes, click on the [Cancel] button at any time. If you do
cancel your request then you will lose all data you entered in the request.
6. Once you have completed the required information you can either add another
company by clicking on the [Add Another Company] button or you can go on to
the next step by clicking on the [OK] button.
7. When you click on the [OK] button the “Request ABS Issuing Entities Creation
Information” page will be displayed showing each requested company with its
conformed name and e-mail address as shown in Figure 3-34: Request ABS
Issuing Entities Creation Information Page.
Figure 3-34: Request ABS Issuing Entities Creation Information Page
8. From here you can choose to continue to add companies to your request, modify
one of your entries that you entered as part of this request, delete one of your
entries that you entered as part of this request, print your requested entries, or
submit your request. Please note that requested information is not saved until
you verify and submit your request. To verify and submit your request, click on
the [Verify/Submit] button. When you click on the [Verify/Submit] button a
Request ABS Issuing Entities Creation Confirmation screen will be displayed as
shown in Figure 3-35: Request ABS Issuing Entities Creation Confirmation
Page.
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Figure 3-35: Request ABS Issuing Entities Creation Confirmation Page
9. Carefully review your requested information, then either click on the
[Confirm/Submit] button to submit your request or click on the [Continue Edit]
button to return to the Request ABS Issuing Entities Creation Information
screen. Note: Intentional misstatements or omissions of facts constitute federal
criminal violations. See 18 U.S.C.1001.
10. When you click on the [Confirm/Submit] button the Request ABS Issuing
Entities Creation Result screen will be displayed with the EDGAR accession
number of your request displayed as shown in Figure 3-36: Request ABS
Issuing Entities Creation Result Page.
Figure 3-36: Request ABS Issuing Entities Creation Result Page
11. SEC’s Branch of Filer Support staff will review your request. They can reject
any requested name if it is deemed unacceptable.
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Once Filer Support processes your request EDGAR will send a notification message to
your e-mail address and to the e-mail address of each requested Issuing Entity. If your
request was accepted then the notification message would contain the CIK associated with
each requested Issuing Entity name along with instructions on how the Issuing Entities can
generate their EDGAR access codes. If your request was rejected then the notification
message will contain the reason why your request was rejected. You must re-submit
another request to create Asset-Backed Securities Issuing Entities addressing the issue in
which the initial request was rejected and including all of the Issuing Entities and
associated information that were entered on the initial request.
3.5
Examples of Notification Messages
This section contains examples of the notification messages that EDGAR will send to the
applicant/filer in response to a Form ID application, a Convert Paper Only Filer to Electronic
Filer request and an EDGAR Access for New Serial Companies request. For each type of
submission, examples of both an acceptance message and a rejection message are provided.
These messages will be sent to the e-mail address specified by the requestor or to the filer’s email address of record. If they are associated with a valid CIK, they will also be posted to the
EDGAR Filing and OnlineForms/XML Websites (the rejection message for a Form ID
application will never be posted to these websites as a CIK does not exist for the applicant).
Note: None of the data contained in these messages is real; it merely represents the type of data
that would typically be contained in the message. Do not attempt to use any of this data
with the EDGAR system.
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3.5.1
Form ID Application Messages
Figure 3-37: EDGAR Form ID Application Notification, Accepted
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Figure 3-38: EDGAR Form ID Application Notification, Rejected
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3.5.2
Convert Paper Only Filer to Electronic Filer Request
Figure 3-39: EDGAR Convert to Electronic Filer Notification, Accepted
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Figure 3-40: EDGAR Convert to Electronic Filer Notification, Rejected
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3.5.3
EDGAR Access for New Serial Companies Request
Figure 3-41: EDGAR New Serial Access Notification, Accepted
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Figure 3-42: EDGAR New Serial Access Notification, Rejected
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4.
GENERATING EDGAR ACCESS CODES
There are two methods for generating access codes on the EDGAR system. The first is to
generate all of the codes when the EDGAR system has accepted your application for access.
Generally, there are three situations when this process is used:
•
For a new electronic filer.
•
For an electronic filer who has forgotten their EDGAR access codes.
•
For an electronic filer who wants to change EDGAR access codes for security
purposes.
•
For an electronic filer whose password has expired.
Section 4.1, Generating All EDGAR Access Codes, explains generating a complete set of access
codes. If your Form ID application for EDGAR access has not been accepted by the SEC, please
refer to Section 3.2, New SEC Filer: Applying for EDGAR Access. If you are an existing filer
and would like to change individual codes, either your CCC or Password, Section 4.1.3,
Changing your CCC or Password, explains this process. Finally, some filers who have not
logged onto the EDGAR system since the origination of passphrases may be asked to create a
passphrase for the first time. Please see Section 4.1.4, Creating a Passphrase for the First Time,
for details.
The second method of generating access codes is to generate them individually. In Section 4.1.1,
Requesting an EDGAR Passphrase, the process for requesting an EDGAR passphrase is
described.
4.1
Generating All EDGAR Access Codes
This section describes how to generate a complete set of EDGAR access codes (PMAC,
password, and CCC). To perform this function, the filer must have a current, valid CIK and
passphrase.
You cannot obtain individual access codes using the EFMW, only a complete set. However, the
EDGAR Filing and OnlineForms/XML Websites allow you to generate just a new password (if
you know the filer’s PMAC) or just a new CCC (if you know the filer’s password). Please see
later subsections for these details.
As long as a filer’s EDGAR access codes are appropriately protected and kept current, this
capability is not often needed. (The password expires yearly; the PMAC and CCC do not
expire.)
Before beginning, ensure that you know the Central Index Key (CIK) of the filer. (It will be
specified in the notification message that was sent when the filer’s electronic Form ID
application was accepted). If you do not know the CIK, you can look up the filer name in the
EDGAR Company Database at URL:
http://www.edgarcompany.sec.gov
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If you enter the Company Name and click the [Company Search] button to query the database,
the CIK is one of the items returned.
You must also know the filer’s passphrase. (The passphrase was specified in connection with the
electronic Form ID application, on an Update Passphrase request, on a Convert Paper Only Filer
to Electronic Filer request, or on an EDGAR Access for New Serial Companies request).
The first step in generating a set of EDGAR access codes is to open the EDGAR Generate
Access Codes data entry form. This is accomplished as follows:
1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the
EDGAR Filer Management Website.)
2. Click on Generate Access Codes (New/Replacement) in the menu bar.
3. A new browser window opens and the Generate Access Codes
(New/Replacement) page appears (Figure 4-1: EDGAR Generate Access Codes
(New/Replacement) Page).
Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all
of the EFMW pages.
Figure 4-1: EDGAR Generate Access Codes (New/Replacement) Page
4. Enter the required data (CIK and Passphrase).
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5. Click on the [Generate Access Codes] button near the bottom of the page.
A dialog box appears (Figure 4-2: EDGAR Generate Access Codes, “Continue”
Dialog) asking you to confirm that you want to submit the request. If you do not
want to submit the request, click the [Cancel] button and the dialog box will
disappear; otherwise, click the [OK] button.
Figure 4-2: EDGAR Generate Access Codes, “Continue” Dialog
If you clicked the [OK] button, the EFMW Generate Access Codes
Acknowledgment page appears (Figure 4-3: EDGAR Generate Access Codes
Acknowledgment Page). This page provides the filer’s CIK and a set of new
EDGAR access codes that are associated with that CIK. You should remember
these codes, after you close this page there is no way to recover them – if
you forget them, you will need to generate a new set.
Figure 4-3: EDGAR Generate Access Codes Acknowledgment Page
Note: The CIK and EDGAR access codes specified in Figure 4-3 are examples
only; do not attempt to use these codes with EDGAR!
6. Click the [Exit Window] button to close the browser window and finish the
process.
No confirming dialog box is displayed – the browser window is just closed.
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4.1.1
Requesting an EDGAR Passphrase
This section describes how to request a new EDGAR passphrase for:
•
A filer who has forgotten their passphrase.
•
A filer who wants to change a passphrase for security purposes.
Note that this capability is not needed as long as a filer’s passphrase and EDGAR access codes
are appropriately protected and kept current (the password expires yearly; the passphrase, PMAC
and CCC do not expire).
4.1.1.1
Composing the New Passphrase Request
The first step for composing an EDGAR passphrase request is to bring up the EDGAR
passphrase request data entry form. This is accomplished as follows:
1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the
EDGAR Filer Management Website.)
2. Click on Update Passphrase in the menu bar.
3. A new browser window opens and the data entry page for the Update
Passphrase page appears (Figure 4-4: EDGAR Update Passphrase Page).
Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all
of the EFMW pages, including this one.
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Figure 4-4: EDGAR Update Passphrase Page
4. Enter the required data (CIK and passphrase) and a reason for making the
request (optional).
Refer to Section 3.2.4, Defining a Passphrase, for a more detailed description
of the passphrase. For security reasons, the passphrase must be at least eight
characters in length and contain at least one digit and one character from the
set {@, #, *, $}.
The Reason for Request data entry field is optional and allows you to enter
free-form text explaining why the filer needs a new passphrase. This allows
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you to provide information that may help the SEC process your request.
5. Click on the [Update Passphrase] button near the bottom of the page when you
are satisfied with the data that you entered.
A dialog box appears (Figure 4-5: EDGAR Update Passphrase, “Continue”
Dialog) asking you to confirm that you want to submit the request. If you do not
want to submit the request, click the [Cancel] button and the dialog box will
disappear; otherwise, click the [OK] button.
Figure 4-5: EDGAR Update Passphrase, “Continue” Dialog
Note:
After you click the [OK] button, the EDGAR Update Passphrase
request is submitted to the automated submission processing portion of
the EDGAR system. This is the start of the acceptance process; your
subsequent actions in this browser window will not affect this process.
However, the acceptance process cannot be completed until you
submit authentication documentation to the SEC – refer to Section
4.1.1.2, Authentication Documentation, for more information.
The EFMW EDGAR Update Passphrase Acknowledgment page appears
(Figure 4-6: EDGAR Update Passphrase Acknowledgment Page). This page
provides the Accession Number for the submission, which uniquely identifies
the submission and is used when referencing the submission.
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Figure 4-6: EDGAR Update Passphrase Acknowledgment Page
Click the [Print Window] button near the bottom of the page to print this page
for your records. Once this page is printed, you may use it to satisfy the SEC’s
authentication requirements.
6. Click the [Exit Window] button to finish the process by closing the browser
window.
An “are you sure” dialog box is not displayed; the browser window is just
closed.
4.1.1.2
Authentication Documentation
The Update Passphrase request must be supplemented with additional verification to help ensure
that the request is authentic. Accordingly, the filer is required to file with the SEC in paper by
fax within two business days after electronically filing the request a notarized document,
manually signed by the filer over its printed or typed signature, that includes the information
identified here and confirms the authenticity of the request. If we do not receive the fax within
this period, we will reject the request and the requestor will need to reapply. The authentication
documentation should include the following information:
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•
CIK
•
Name associated with that CIK
•
Name of the contact person for purposes of this request
•
Acknowledgement accession number
•
Contact person
•
Contact telephone number
•
Manual signature of authorized person
•
Printed name of authorized person
•
Title of authorized person
4.1.1.3
E-mail Acceptance or Rejection Notification
After the SEC receives both the electronic EDGAR Update Passphrase request and the
associated authentication documentation, the SEC will authenticate the information provided on
the EDGAR Update Passphrase request. A notification message stating the SEC’s disposition
of the request will be sent to the e-mail address provided in the request. The disposition will be
either “accepted” or “rejected.”
If the request is accepted, the e-mail message will include but will not be limited to the following
information:
•
Text stating that the request was accepted by the SEC
•
Text stating that the specified passphrase was activated
•
Basic directions for how to generate EDGAR access codes
•
The URL of the EDGAR Filer Management Website
If the request is rejected, the e-mail message will include but will not be limited to the following
information:
•
Text saying that the request was rejected by the SEC
•
The reason that the request was rejected
•
Basic instructions on how to resolve the issue
These messages will be sent to filer’s e-mail address of record. If they are associated with a valid
CIK, they will also be posted to the EDGAR Filing and OnlineForms/XML Websites.
Note: None of the data contained in these messages is real; it merely represents the type of data
that would typically be contained in the message. Do not attempt to use any of this data
with the EDGAR system.
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4.1.2
Update Passphrase Request
Figure 4-7: EDGAR Update Passphrase Notification, Accepted
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Figure 4-8: EDGAR Update Passphrase Notification, Rejected
4.1.3
Changing your CCC or Password
Usually, changing all of your access codes will not be required. A more routine procedure would
be to change either your password or CCC. Your password allows you access to the EDGAR
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systems, including all websites. You should not share this password with anyone outside your
company. It is appropriate to change your password under the following circumstances:
•
Key staff who held the password are no longer employed by your company
•
You are concerned that your password has been given to outsiders
•
Your company policies require the routine update of the password at intervals other
than required by EDGAR.
The CCC allows you the flexibility to permit others to file on your behalf, usually filing agents.
It is prudent to change this code after another party submits each filing. This is especially
important if you use more than one filing agent. If you do not follow this policy or do not use
more than one agent, then at the very least, the code needs to be refreshed if you change filing
agents. The integrity of this code is your responsibility; please do not give this code to anyone
who does not need to use it on your behalf.
Once on the main EDGAR Welcome page, if you need to change your access codes, click on
Retrieve/Edit Data.
The Change Company Password or CCC option has a page for you to select either of two options
as shown in Figure 4-9: Change Company Password or CCC Page:
•
Change Password
•
Change CCC (CIK Confirmation Code)
Click on the Change Company Password or CCC option on the Retrieve/Edit Data page, and this
page will appear.
Figure 4-9: Change Company Password or CCC Page
Your EDGAR password is good for only twelve (12) months. Be sure you change your password
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on the EDGAR Filing Website before it expires.
4.1.3.1
Changing Your Password
1.
Click on the Change Password link Change Company or CCC page.
Figure 4-10: Change Company Password
Note:
Your password must contain eight characters with at least one letter, one
number, and on character from the following list: @, #, *, $.
2. When the Change Password page appears, enter the company’s CIK, Old
Password, New Password, Confirm the New Password, and Password
Modification Access Code (PMAC).
3. Click on the [Change Password] button.
Figure 4-11: Change Password Results Page
Note: All CCCs and passwords are case-sensitive and must be entered correctly.
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4.1.3.2
Changing Your CCC (CIK Confirmation Code)
You can change your CCC at anytime.
To change your CCC:
1. Click on the Change CCC link on the Change Company or CCC page.
2. Enter your CIK, Password, new CCC, and Confirm New CCC.
3. Click on the [Change CCC] button.
Figure 4-12: Change CCC (CIK Confirmation Code) Page
Note: Your CCC must contain eight characters with at least one letter, one number, and one
character from the following list: @, #, *, $.
The Change CCC Results page appears, confirming your CCC change. This change is
effected immediately on the EDGAR Filing Website. If you exit the site and try to login
again, you must use the new CCC.
Figure 4-13: Change CCC Results Page
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If you mistype your CIK or CCC, you may see the Invalid CIK/CCC error screen. Click
the [Back] button on your browser and enter it again. If you are still having problems,
please call Filer Support at (202) 551-8900 for help.
4.1.4
Creating a Passphrase for the First Time
When logging into any of the EDGAR websites, if your CIK and password are valid and you
have a passphrase, the Welcome page appears. Some filers, who have not logged into the system
for a long time, may find that they have not yet created a passphrase since the introduction of this
process on the EDGAR system. Filers will only have to follow this process once; however, the
EDGAR system will not let you proceed until the passphrase has been created. The first screen
you will see is shown in Figure 4-14: The EDGAR Create Passphrase Page.
Figure 4-14: The EDGAR Create Passphrase Page
1. 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.)
2. Enter your existing PMAC (doing so verifies that you have the right to define a
passphrase). If you have forgotten your PMAC, contact our Filer Support Staff
at (202) 551-8900 for help.
3. 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 correct them before you
can proceed.)
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Figure 4-15: The EDGAR Create Passphrase Results Page
4. Click the [Continue to EDGAR Welcome] button. The Welcome page appears.
Figure 4-16: 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 at (202) 551-8900
for help.
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•
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, 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) 551-8900 for help.
•
The passphrase is a security code and is used to generate EDGAR access codes. You
must define a passphrase before you can access any of the EDGAR capabilities.
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5.
MAINTENANCE OF COMPANY DATA
Once you have obtained your access codes and are a registered EDGAR filer, you should
maintain your company data. This chapter will help you by illustrating the process of
maintaining your data.
5.1
Login to EDGAR
To enter or edit your company information, change your password or CCC, or check the status of
a submission, you will need to login to EDGAR:
1. Connect to the Internet or activate a dial-up networking connection.
2. Go to the EDGAR Gateway:
http://www.portal.edgarfiling.sec.gov
3. Click on the Are you an EDGARLink filer or would you like to create a new
Asset-Backed Securities Issuing Entity? link.
4. The EDGAR Filing Website login page is displayed where you must enter your
access data.
5. Click in the CIK field and enter your CIK.
6. Press [Tab] and enter your password.
This is your login password, not your CCC, or PMAC. Your password is casesensitive.
7. Click the [Login to EDGAR] button.
8. The Create Passphrase page appears if your CIK and password are valid and
you do not have a passphrase. Refer to Section 4.1.4, Creating a Passphrase for
the First Time, if you are asked to create a passphrase.
9. If your CIK and password are valid and you have a passphrase, the Welcome
page appears.
5.2
Accessing Submission and Company Information
1. When you reach the EDGAR Filing Website Welcome page, click on
Retrieve/Edit Data in the menu on the left side of the page under the category
“Information Exchange”.
2. The Retrieve/Edit Data page appears and prompts you for your CIK and CCC
information:
Enter your CIK in the CIK field and press [Tab].
Enter your CCC in the CCC field.
Click on the [Continue] button.
This page verifies that you have access to retrieve or edit information on the EDGAR system.
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Figure 5-1: Retrieve/Edit Data Page
The next screen is the Retrieve/Edit Company and Submission Data page, which is shown in
Figure 5-2: Retrieve/Edit Company and Submission Data Page. You can access the following
functions from this page by clicking on the [Continue] button:
•
Retrieve Submission Information
•
Retrieve Company Information
•
Retrieve Module/Segment Information
•
Retrieve Return Copies
•
Enter Series and Classes (Contracts) Information
•
Request Asset-Backed Securities (ABS) Issuing Entities Creation
•
Change Company Password or CCC
•
Enter Another CIK/CCC
You can use any of these functions to update your company information, CCC, or password via
the EDGAR Filing Website.
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Figure 5-2: Retrieve/Edit Company and Submission Data Page
5.3
Retrieve Company Information
Another feature in EDGAR is the ability to retrieve and update your company information from
the EDGAR Filing Website. (From EDGAR's perspective, every CIK belongs to a filing entity
generally referred to as “company.” In this case, each reporting owner is a “company.”) Once
you have logged into EDGAR and accessed the Company and Submission Information Retrieval
page, you can retrieve your company information:
1. Click on Retrieve Company Information. The Company Information page
appears.
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Figure 5-3: Company Information Page
Scroll down this page to review the company information EDGAR has stored. If any of this
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information is incorrect, you can change it by using the [Edit Company Information] button at
the bottom. Note that only the information pertinent to you based upon your filer attributes (Filer
Type and Company/Individual indicator) will be displayed. For example, if you are a “Filing
Agent” or “Training Agent” the Filer Information section will not be displayed.
Note: You cannot change your CIK.
You can also print this page using your browser’s print function for future reference.
For general company queries (including wildcard searches) please search the EDGAR Company
database (http://www.edgarcompany.sec.gov).
5.4
Edit 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 to ensure that it is appropriate.
Once you have logged into EDGAR and accessed the Company and Submission Information
Retrieval page, you can edit your company information:
1. Scroll to the bottom and click on the [Edit Company Information] button. The
Edit Company Information page appears.
Note that only the information pertinent to you based upon your filer
attributes (Filer Type and Company/Individual indicator) will be
displayed. For example, if you are a “Filing Agent” or “Training
Agent” the Filer Information section will not be displayed.
On this screen, required fields are indicated by an asterisk (*). If you
do not fill in all required fields, you will be prompted with an error
upon submission.
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Figure 5-4: Edit Company Information Page
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2. Click in the field you want to edit and change the information.
If you want to change your Company Name, the company name may
be modified by the software to meet the EDGAR conformance
standards. These standards can be accessed by clicking on the link in
the note above the Company Name field. Note that you will be
prompted with these changes before you actually submit them.
If you want to change one of your addresses to be the same as your
Mailing Address, select the “same as” checkbox next to the
appropriate address section. This will clear out the address currently in
that section and make it the same as your mailing address upon
submission.
3. When finished, click on the [Submit Changes] button.
4. Your changes appear on the Edit Company Information Confirmation page. If
your company name is conformed, a pop-up dialog indicating your entered
company name and the EDGAR conformed company name will appear as a
warning.
5. Confirm the changes by clicking on the [Confirm Company Changes] button at
the bottom of the page.
Figure 5-5: Edit Company Information Confirmation Page
If you want to cancel the changes, click on the [Cancel Changes]
button or click on the browser's [Back] button.
6. The Edit Company Information Acknowledgment page appears and confirms
your changes. All changes to your company information are made immediately
except for changes to your company's name. Filer Support staff will review any
changes to your company’s name. Filer Support can reject any name change if it
is deemed unacceptable. If your proposed name change is rejected, you will
receive a suspense notification message; otherwise you will receive an
acceptance notification message.
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Figure 5-6: Edit Company Information Acknowledgment Page
If you want to return to the Retrieve/Edit Company and Submission data page,
click on the [Return to Retrieve/Edit Company and Submission Data Menu]
button at the bottom of the Edit Company Information Acknowledgment page.
Note: Changes to your company information are not disseminated until a live
filing is made.
5.4.1
Series and Classes (Contracts) Information
Investment company filers are responsible for keeping their Series and Classes (Contracts)
information up-to-date using the Enter Series and Classes (Contracts) Information screen. The
Commission requires certain investment companies (referred to as S/C Funds in this discussion)
to update series and class (contract) information as required upon specified events, such as name
changes, deactivations, liquidations, mergers, or other events resulting in the elimination or
merger of a series or class or deregistration of the S/C Fund. The following sections provide
more details.
5.4.1.1
Series and Classes (Contracts) Information Page
Series and class (contract) identifiers are created and their names are established on certain
registration statement and pre and post effective amendment filings specified in EDGAR Filer
Manual Volume II. The Series and Classes (Contracts) Information page provides S/C Funds a
mechanism to keep their information up-to-date in support of SEC rules adopted in Release 338590 (July 18, 2005) [70-FR4358], “Rulemaking for EDGAR System.” We recommend that you
refer to the SEC rules releases in conjunction with this section.
In the release, the Commission states that inclusion of identifiers for series and class (contract)
are part of the official filing and stresses that it is important for S/C Funds to keep their
information up-to-date:
“We are amending this definition to provide that the electronic identification of
investment company type and inclusion of identifiers for series and class (or contract,
in the case of separate accounts of insurance companies), as we are requiring under
Rule 313 of Regulation S-T, will be deemed part of the official filing. On and after
the Mandatory Series/Class (Contract) Identification Date, failure of a S/C Fund to
include correctly the required identifiers will mean that a filing for that series and/or
class (or contract) has not been made. We also stress that it is important for S/C
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Funds to keep their information up-to-date, including updating in a timely manner
when a series and/or class (contract) deactivates. If a S/C Fund does not do so, we
will assume that the S/C Fund is delinquent in reporting for a series or class
(contract).”
The investment companies (S/C Funds) that need to keep their information up-to-date are filers
whose last registration statement (excluding registrations on Form N-14) and/or post-effective
amendment was filed on:
•
Form N-1A (Mutual Fund)
•
Form N-3 (Separate Account registered as Open-End Management Investment
Company)
•
Form N-4 (Variable Annuity UIT Separate Account)
•
Form N-6 (Variable Life UIT Separate Account)
The adopting release outlines the implementation of the requirements to electronically collect
and utilize series and class (contract) information. Obtaining identifiers for series and classes via
a filing is outlined in Volume II. S/C Funds will enter information using the Series and Classes
(Contracts) Information page to update series and class (contract) information as required upon
specified events, such as name changes, deactivations, liquidations, mergers, or other events
resulting in the elimination or merger of a series or class or deregistration of the S/C Fund.
After a new class (contract) is identified on a substantive filing, and it receives a ticker symbol,
the filer must use the Series and Classes (Contracts) information page to update the class
(contract) information with the ticker symbol.
After a merger involving a series or class (contract) becomes effective, it is the responsibility of
the target S/C Fund to update the status for the series or class (contract) to 'Merged' (i.e., inactive
due to merger) after the last EDGAR filing is made for the target.
For series or classes (contracts) that are no longer offered, go out of existence, or deregister after
the last EDGAR filing for the series/ or class (contract) has been made, it is the responsibility of
the S/C Fund to update status the for the series of class (contract) to 'Inactive'.
5.4.1.2
Navigating to the Series and Classes (Contracts) Information Page
You can get to the Series and Classes (Contracts) Information page to enter series and classes
(contracts) information from the Retrieve/Edit Company and Submission Data page. Figure
5-2: Retrieve/Edit Company and Submission Data Page Page, on the EDGAR Filing Website
(https://www.edgarfiling.sec.gov). These steps will get you to the page:
1. Login to EDGAR. (See Section 5.1, Login to EDGAR, if you need detailed
instructions.)
2. Click on Retrieve/Edit Data under the category “Information Exchange” on the
EDGAR menu on the left side of the EDGAR Welcome page.
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3. The Retrieve/Edit Data page (Figure 5-7: Retrieve/Edit Data Page) appears and
prompts you for your CIK and CCC information. This CIK is the one with
which the series and classes (contracts) entered later will be associated. Steps:
Enter your CIK in the CIK field and press [Tab].
Enter your CCC in the CCC field.
Click on the [Continue] button.
Figure 5-7: Retrieve/Edit Data Page
4. Figure 5-8: Retrieve/Edit Company and Submission Data Page, appears. Click
on the Enter Series and Classes (Contracts) Information option to get to the page
that supports the entry of series and class data.
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Figure 5-8: Retrieve/Edit Company and Submission Data Page
5.4.1.3
Enter Series and Classes (Contracts) Information Page
Only S/C Funds will need to enter series and class (contract) information. S/C Funds are filers
whose last registration statement (excluding registrations on Form N-14) and /or post-effective
amendment filing was on one of the following forms:
•
Form N-1A
•
Form N-3
•
Form N-4
•
Form N-6
If your investment company is already known in EDGAR as filing on one of the forms indicated,
EDGAR will display the Series and Classes (Contracts) Information page shown in Figure 5-10:
Series and Classes (Contracts) Information Page. If EDGAR does not know the Investment
Company Type or the type is not an S/C Funds type, then Figure 5-9: Not a Series and Classes
(Contracts) Investment Company, will appear.
Since you are not an S/C Funds type, click on the [Close Window] button. You are not required
to submit series and class (contract) information.
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Figure 5-9: Not a Series and Classes (Contracts) Investment Company
5.4.1.4
Series and Classes (Contracts) Information Page Overview
Figure 5-10: Series and Classes (Contracts) Information Page, is the central page you will use to
build the data for series and classes (contracts). Most buttons on this page will cause subsequent
pages to be displayed to collect information. As the information is collected, you will return to
this page where the new information is displayed. The page has two sections:
•
The first section is used to display your Investment Company Type Information.
•
The second section is used to collect updated series and class (contract) information.
The first section of the Series and Classes (Contracts) Information page provides the
following function:
•
Modifiy Company Type
The second section of the Series and Classes (Contracts) Information page provides the
following functions:
•
Viewing series and class (contract) information
•
Modifying series and class (contract) information
•
Deleting series and class (contract) information (un-submitted items only)
•
Printing the page
•
Verifying/submitting series and class (contract) information
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As you update your series and class (contract) data, it will be displayed as blue text. After all the
information has been collected, you can have it verified and submitted by pressing the
[Verify/Submit Changes] button.
Figure 5-10: Series and Classes (Contracts) Information Page
Note: Updated data appears blue in color.
The following section describes each button function on the Series and Classes (Contracts)
Information page.
[Modify Company Type] Button
The [Modify Company Type] button can be used to change the Investment Company Type.
When the button is clicked, the Edit Investment Company Type page displays (see Figure 5-11:
Edit Investment Company Type Page).
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Figure 5-11: Edit Investment Company Type Page
To change your Investment Company Type:
•
Click on the Investment Company Type dropdown. The selections are as follows:
◊
◊
◊
◊
◊
◊
◊
◊
◊
Form N-1A Filer (Mutual Fund)
Form N-3 Filer (Separate Account registered as Open-End Management
Investment Company)
Form N-4 Filer (Variable Annuity UIT Separate Account)
Form N-6 Filer (Variable Life UIT Separate Account)
Form N-1 Filer (Open-End Separate Account with No Variable Annuities)
Form N-2 Filer (Closed-End Investment Company)
Form N-5 Filer (Small Business Investment Company)
Form S-1 or S-3 Filer (Face Amount Certificate Company)
Form S-6 Filer (UIT, Non-Insurance Product)
•
Scroll down the list and select your new ICT by clicking on it.
•
Click OK to accept the selection and return to the Series and Classes (Contracts)
Information page.
•
Click [Cancel] to cancel your selection and return to the Series and Classes
(Contracts) Information page.
[Modify] Button
The [Modify] button can be used to modify either a series or class (contract).
•
To select a series, click on the radio button at the left of the series.
•
To select a class, click on the radio button at the left of the class (contract).
Next, click the [Modify] button.
When the button is clicked, checks are made to see if the selected series or class (contract) can
be modified, based on:
•
Investment Company Type
•
Whether any series or class (contract) is selected
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•
If a class (contract) is selected, whether the corresponding series status is Active
To modify a class (contract) for a series with a status of Inactive, the series must first be
modified to make the status Active.
If a series can be modified, the Edit Series page described in Section 5.4.1.4.1, Edit Series Page,
is displayed. If a class can be modified, the Edit Class (Contract) page described in Section
5.4.1.4.2, Edit Class (Contract) Page, is displayed.
[Print] Button
The [Print] button provides a mechanism for you to print your data in landscape mode.
[Verify/Submit Changes] Button
The [Verify/Submit Changes] button is used to verify the changes and transmit the data into the
EDGAR system.
When the button is clicked, checks are made to see if the series and class (contract) information
is correct:
•
If there is more than one series with an Active status, you will be asked to review the
series names to be sure they are appropriate.
•
If there is a series with more than one class (contract) with an Active class status, you
will be asked to review the class (contract) names to be sure they are appropriate.
After you have confirmed the series and class (contract) information is correct, the Series and
Classes (Contracts) Information Edit Confirmation page is displayed. It is shown in Section
5.4.1.4.3, Series and Classes (Contracts) Information Edit Confirmation Page.
5.4.1.4.1
Edit Series Page
The Edit Series page appears when a series is selected and the [Modify] button is clicked on the
Series and Classes (Contracts) Information page. The page is shown in Figure 5-11: Edit Series
Page. You will use the page to change a Series Name and/or its status.
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Figure 5-12: Edit Series Page
Note: “*” indicates a required field.
To Edit the Series information:
1. Edit the Series Name as necessary
2. If displayed, click on the appropriate Series Status selection indicator
3. When the entry is complete, click on the [OK] button.
Note: If the Series Status is changed to Active, the status of all Classes (Contracts) for the
Series will also be set to Active. The status change will be blocked for SEC review and
may be suspended.
Note: If the Series Status is changed from Active to Inactive, the status of all Classes
(Contracts) for the Series will also be set to Inactive. Any changes to the Series Name
and any previous changes to Class (Contract) Name and Ticker Symbol of the Series in
this session will revert to values assigned prior to the current session. These values will
be listed on the Series and Classes (Contracts) Information page.
Note: For a status to be changed to Merged, the original status must be Active. If the Series
Status is changed to Merged, the status of all Classes (Contracts) for the Series will also
be set to Merged. Any changes to the Series Name and any previous changes to Class
(Contract) Name and Ticker Symbol of the Series in this session will revert to values
assigned prior to the current session. These values will be listed on the Series and Classes
(Contracts) Information page.
When the [OK] button is clicked, the following data is validated:
•
Series Name must be entered
•
Series Name cannot be used for more than one series of the Company
If the data is correct, you are returned to the Series and Classes (Contracts) Information page and
the updated data is displayed. If the data is not valid, you will have the opportunity to change the
data or cancel the function.
5.4.1.4.2
Edit Class (Contract) Page
The Edit Class (Contract) page appears when a class (contract) is selected and the [Modify]
button is clicked on the Series and Classes (Contracts) Information page.
The Edit Class (Contract) page is used to change a Class (Contract) Name, Ticker Symbol,
and/or the Class (Contract) status. Figure 5-12: Edit Class (Contract) Page shows the page, as it
will appear.
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Figure 5-13: Edit Class (Contract) Page
Note: “*” indicates a required field.
To Edit the Class (Contract) information:
1. Edit the Class (Contract) Name as necessary
2. Edit the Ticker Symbol as necessary
3. If displayed, click on the appropriate Class (Contract) Status selection symbol
4. Click on the [OK] button.
Note: If the Class (Contract) Status is changed to Active, the status change will be blocked for
SEC review and may be suspended.
Note: For a status to be changed to Merged, the original status must be Active.
If the Class (Contract) is the only one for an Active Series, then its status cannot be changed to
Inactive because an Active Series must have at least one Active Class (Contract). If you change
the series status to Inactive then the class status will automatically be changed to Inactive.
If the Class (Contract) is not the only remaining class for an Active Series and the Class
(Contract) Status is changed from Active to Inactive, any previous changes to Class (Contract)
Name and Ticker Symbol in this session will be reverted to original values.
When the [OK] button is clicked, the following data is validated:
•
Class (Contract) Name must be filled in
•
Class (Contract) Name cannot be used for more than one class of the Series
•
Class Ticker Symbol cannot be a duplicate for the Company
If the data is correct, you are returned to the Series and Classes (Contracts) Information page
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with the updated data displayed. If the data is not valid you will have the opportunity to change
the data or cancel the function.
5.4.1.4.3
Series and Classes (Contracts) Information Edit Confirmation Page
The Series and Classes (Contracts) Information Edit Confirmation page is displayed when you
click on the [Verify/Submit Changes] button on the Series and Classes (Contracts) Information
page.
Figure 5-14: Series and Classes (Contracts) Information Edit Confirmation Page
Figure 5-13: Series and Classes (Contracts) Information Edit Confirmation Page, shows the page
as it appears after all updates to your series and class (contract) data have been validated but
prior to transmission to EDGAR. This gives you a final chance to review your series and class
(contract) data. Use this page to review and confirm all changes you made. Click on the
[Continue Edit] button to continue making additional changes. We recommend that you create a
printed copy of your series and class (contract) data to keep for your records. Click the [Print]
button to print this page. After your successful review, click the [Confirm/Submit Changes]
button to transmit the information to EDGAR.
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Figure 5-15: Series and Classes (Contracts) Information Edit Confirmation Page
The successful transfer of the data to EDGAR will be shown on the Series and Classes
(Contracts) Information Edit Result page as shown in Figure 5-16: Series and Classes (Contracts)
Information Edit Confirmation Page. This confirms that EDGAR has received your updated
series and class (contract) information. EDGAR will deliver a notification of this change to your
e-mail address on file. Click the [Close Window] button to close the window.
Figure 5-16: Series and Classes (Contracts) Information Edit Result Page
If you click on the [Verify/Submit Changes] button on the Series and Classes (Contracts)
Information page and make no changes, the page shown in Figure 5-16: Series and Classes
(Contracts) Information Edit Confirmation Page , will be displayed stating, “No changes have
been detected.” You will see a button to return to the Series and Classes (Contracts) Information
page.
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Figure 5-17: Series and Classes (Contracts) Information Edit Confirmation Page
5.4.1.4.4
Series and Class Notification
Figure 5-17: Series and Class Notification, Modified Items, shows a sample of the notification
resulting from the modification of existing series and class data.
As with acceptance/suspense messages you receive for filings, EDGAR will deliver these
notifications to your e-mail address on file (you may also view this notification using the
Retrieve Submission Information option on the Retrieve/Edit Company and Submission Data
page shown in Figure 5-1: Retrieve/Edit Data Page, and described in Section 5.2, Accessing
Submission and Company Information). Note that the form type of the Series and Classes
(Contracts) update transmission is SCUPDAT. Each notification provides a summary of the
changes.
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Figure 5-18: Series and Class Notification, Modified Items
5.5
Logging in with a Different CIK
As you navigate through the Submission and Company Information page, the information you
retrieve is limited to your login CIK. If you have more than one CIK you can change to an
alternative CIK:
1. From the Figure 5-2: Retrieve/Edit Company and Submission Data Page page,
click on Enter Another CIK/CCC. The Figure 5-1: Retrieve/Edit Data Page
login page appears, Figure 5-1.
2. Enter your CIK and CCC and click on the [Continue] button.
You can then access or edit all information associated with that CIK.
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6.
INTRODUCTION TO FILING ON EDGAR
6.1
Preparation and Submission
After you have completed your application to submit filings on EDGAR, you will be ready for
the filing process. The SEC provides a number of tools to help you with this process. The
method you use to submit your filing will depend on the form type you need to submit. The tools
and detailed instructions for their use are covered in Volume II of this manual. General
information about the tools and transmission methods is outlined in the following section. This
information is intended as an introduction. Please refer to EDGAR Filer Manual Volume II
before you submit a filing.
The EDGAR Filing Websites only work with the two industry standard web browsers. We
recommend you use Internet Explorer version 5.0 or later. You can also use Netscape version 7.0
or later, but certain help functions may be limited with this browser. The use of browsers is
discussed in Section 2.3, Introduction to Web Browsers.
Note: The EDGAR Filing Website is not compatible with Netscape version 6.0.
Once you have completed your registration as a filer on the EDGAR system and have obtained
your access codes, to submit EDGAR filing you must:
•
Obtain EDGAR-compatible hardware (computer equipment) and software, see
Section 2.5, EDGAR Hardware and Software Requirements.
•
Secure an ISP for access to the Internet, or configure your Windows OS and modem
for direct dial (PPP).
•
Properly prepare and maintain documents and software, see EDGAR Filer Manual
Volume II.
Depending on the filing preparation and transmission mechanism specified for your submission
type, you might also have to do the following:
•
Download EDGARLink software and EDGARLink templates; see EDGAR Filer
Manual Volume II.
•
Install EDGARLink software on your PC; see EDGAR Filer Manual Volume II.
6.2
EDGARLink Forms
6.2.1
Creating an EDGARLink Filing
EDGARLink allows you to prepare and transmit a number of submissions types. (See Volume II
of this manual for details as to which specific submissions types.) The main content of these
submissions consists of attached documents one of which is the form itself. Usually the filer
creates these documents first and then “builds” the submission through the tool.
When you compile your submission using EDGARLink, you will use the Template Viewer, a
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Windows application that is based on templates. Most templates contain a large number of
submission types. Volume II has an index of submission types that will help you to determine
which template to use. These templates are what 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 submission type, CIK, CCC, SROS,
document/module/segment file names, and e-mail addresses. There are a number of templates
based on the type of submission. Before transmitting your submission, you should error-check it
with 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. Filings created using
EDGARLink templates are usually submitted using the EDGAR Filing Website.
6.2.2
Transmitting an EDGARLink Filing
Use the EDGAR Filing Website to submit EDGARLink Filings. 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 EDGAR Filing Website:
https://www.edgarfiling.sec.gov or you can use the EDGAR Gateway at:
http://www.portal.edgarfiling.sec.gov.
Note: Please remember to enter https. You will not be able to access the EDGAR Filing
Website without the "s" designation.
We require that your browser supports Java script and we recommend that you accept browser
“cookies” when accessing this website. The EDGAR website software contains functions that
allow us to remind you if you need to update your software depending upon the last time you
visited the EDGAR Filing Website. This information is recorded in your browser cookies.
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.
6.2.3
Additional Filing Transmission Methods for EDGARLink Filings
Most filers will use the EDGAR Filing Website to submit their filings. You may also connect to
the Filer Website using direct dial telecommunications lines via 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 EDGAR, use
703-914-7140 as the telephone number. All EDGAR modems associated with this telephone
number are configured to accept direct dial transmissions. When you use the direct dial option,
your access is restricted to EDGAR Filing Website links only.
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 EDGAR Filer Manual Volume II,
EDGAR Filing.
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6.3
Online XML Forms
6.3.1
Creating an Online XML Form
The OnlineForms/XML Website is no different than most other websites that you now visit. It
uses the same browser-based application software and transmission methods as the other sites
and you probably will be able to submit filings to EDGAR from the website with little or no
changes in your hardware or software configurations. You can access the OnlineForms/XML
Website at: https://www.onlineforms.edgarfiling.sec.gov.
Note: Please remember to enter https. You will not be able to access the OnlineForms/XML
Website without the "s" designation.
We require that your browser supports Java script.
This website was established in order to make it easier for filers and their agents to submit
ownership and other required electronic filings. The XML Forms website software will use
the filer-provided information to prepare an XML tagged ownership primary document that
can be verified and printed by the filer and then transmitted to EDGAR for processing. Once
EDGAR has accepted the submission it will disseminate the header in tagged Standard
General Markup Language (SGML) and the primary document in tagged XML.
Note: You may only create and submit one Form submission at a time. If you are filing on
behalf of a company's officers and directors you must create a separate form for EACH
officer and director.
6.3.1.1
OnlineForms/XML Data Gathering Model
All online submissions will follow the same basic model. The OnlineForms/XML Website will:
•
Allow you to choose the type of submission to prepare, i.e. Assemble Ownership
Submission.
•
Allow you to select the specific ownership form type that you want to assemble and
submit to the SEC, i.e. Form 3, Form 4, Form 5.
•
Allow you to provide general submission information, i.e., contact name, phone
number, e-mail address, and Return Copy information.
•
Allow you to provide additional e-mail addresses to receive Filer Notification
messages.
•
Allow you to provide all of the necessary information required by the SEC rules on
an appropriate data gathering form.
•
Allow you to provide your signature and signature date.
•
Allow you to verify the information on the form.
•
Allow you to edit reporting owner address on the form where necessary.
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•
Allow you to upload attachments, i.e. cover letters, exhibits, or correspondence.
•
Allow you to review and confirm your information in the context of the form you are
filing and then print the submission for your records.
•
Allow you to transmit the reviewed submission to EDGAR for processing.
The following are important notes to consider when preparing a submission using the
OnlineForms/XML Website:
6.3.2
•
There is no capability to save work in progress so it is important for you to have all of
the information necessary to complete the form before you begin to assemble your
submission online.
•
You can exit the window at any time to discard your work in progress and start over.
•
All filings that you prepare and submit online are considered to be live EDGAR
submissions. Once you transmit an online prepared submission it will be
automatically processed by EDGAR; and, if accepted by EDGAR, immediately
disseminated to the public.
•
The maximum size of your submission must not exceed 100 MB.
Transmitting an Online XML Form
Unlike other form types, when you create an Online Form, the preparation and transmission
processes flow together in a single browser session. Since you cannot save your online
submissions, you must transmit them immediately after their preparation. The software will
guide you through the process. When you are certain that the data you have entered is correct,
then use the [Transmit Submission] button to send in your submission.
6.4
Filer-Constructed Technical Filing Specifications
The SEC recognizes that there are cases when filers will want to prepare their own submissions
without the use of the software developed by the SEC. There are companies that develop value
added software for the preparation and submission of EDGAR filings. Many times a subsection
of the filing community will find this software desirable and the programs may include
capabilities beyond that of the SEC provided software. Some filers may also want to develop
their own interface to larger computer systems that will deliver tagged form output ready for
submission. Other filers may want to develop their own tagged output without the aid of
computer programs or interfaces. We call all of these types of filings “Filer-Constructed”.
(Please note that previously these filings were referred to as “reduced content” filings. Since
their content is actually the same as filings produced by any of the EDGAR Filer software
programs, we are updating the name used to refer to these filings to Filer-Constructed.)
To facilitate this type of filing content development, we publish technical specifications. This
allows companies to create software or form output compatible with the EDGAR system. The
SEC does not provide support services for this type of development, but will keep the technical
documentation up-to-date to coincide with EDGAR releases. We recognize that we cannot
always provide the amount of lead time that development firms would like to create or modify
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their software, but we will publish these technical specifications as soon as possible in a draft
format.
PLEASE NOTE: Draft EDGAR Technical Specifications posted before Commission
approval of potential regulatory changes in a release are provided as a service to our
filing community to assist filers, agents, and software developers in preparing for
potential changes the staff anticipates. Since this is a draft specification, the SEC retains
the right to change any part of the specification before the release is made final. The
changes outlined in the technical specifications will note the date that these changes, if
regulatory changes are approved, are scheduled to take effect. The schedule is subject to
change. The final version of the technical specification will be made available on or
about the release date on the SEC's public website.
Because of their limited audience, these documents are produced separately from the EDGAR
Filer Manual. Also, the production schedule may not follow that of the Filer Manual. Most filers
will not use these documents. Only those companies with technical skill sets and understanding
needed to produce software that creates submissions or Filer-Constructed documents should
utilize these manuals.
6.4.1
XFDL Technical Specification
EDGARLink filings are produced in a format called Extensible Forms Description Language
(XFDL). The XFDL Technical Specification is a single document that defines the structure of all
form types that are produced by EDGARLink. Since XFDL is a tagged format, the document
includes a description of all of the tags and the allowable content and format of the data
elements. It also includes the specification for including additional document content, which for
this form type includes the form itself. Attached documents must be MIMEd and must be
surrounded by tags that define the content as an attached document.
6.4.2
XML Form Type Technical Specification
Online filings are produced in XML format. The XML Technical Specification is comprised of a
number of documents, each specifying the format for a specific submission type or a small group
of related submission types. For example, the document describing Section 16 Forms is called
the Section 16 Forms XML Technical Specification. Form types that are XML formatted include
the content of the paper form within the main, primary document. Thus a Technical Specification
for one form type is considerably larger than that of an XFDL form, which would include header
information only. Also, many companies may produce a single or limited number of forms in
this format. In this case, delivering all of the forms in a single document might make the
information for a single form type more difficult to find. Packaging the Technical Specifications
for all XML form types in a single document would produce an extremely large document that
would take considerable time to download and would be difficult to use. Thus we feel separate
form packaging is desirable.
Since XML is a tagged format, the document includes a description of all of the tags and the
allowable content and format of the data elements. In this type of submission, the form type is
made up of XML content. The technical specification reflects this aspect and describes all of the
form content in a tagged structure. The technical specification also includes the details on how to
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include additional document content such as cover letters and correspondence. Attached
documents must be MIMed and must be surrounded by tags that define the content as an attached
document.
6.4.3
Transmitting XFDL and XML Form Types
After you prepare your Filer-Constructed submissions, you can submit them using the website
pages for transmitting filings. XFDL Filer-Constructed filings can only be transmitted using the
EDGAR Filing Website (https://www.edgarfiling.sec.gov). XML Filer-Constructed filings can
only be submitted using the OnlineForms/XML Website
(https://www.onlineforms.edgarfiling.sec.gov). Directions on the website guide you to select the
file to be transmitted using the standard Microsoft browse function. If you have a third party
application that uses low-level HTTPS software to transmit filings, you will need to have your
EDGAR interface integrity inspected often. The SEC cannot guarantee that EDGAR website
pages will remain constant; therefore, developers of these applications must be prepared to
update this interface whenever a new EDGAR release is installed.
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APPENDIX A. GLOSSARY OF COMMONLY USED TERMS, ACRONYMS, AND
ABBREVIATONS
ACCEPTANCE
MESSAGE
Notification from the SEC that an electronic submission has met
the minimum filing requirements and been accepted by EDGAR.
If the submitter or filer has an Internet electronic mail (e-mail)
address, the acceptance messages are sent by e-mail to that
account. Acceptance messages are also sent to all Internet e-mail
addresses on the Notification page.
ACCEPTANCE
REVIEW
Procedural checks performed by EDGAR to determine whether a
filing meets certain minimum filing requirements. The
requirements may relate to the composition and completeness of
the submission package, as well as to the particular type of filing
being made.
ACCEPTED
The term that describes a filing that has successfully passed
acceptance review.
ACCESSION NUMBER
A unique number generated by the EDGAR system for each
electronic submission. Accession numbers are reported to
submitters and filers in the acceptance and suspense messages.
Assignment of an accession number does not mean that EDGAR
has accepted your submission.
ASCII
American Standard Code for Information Interchange. The
ASCII character code must be used for asynchronous
transmissions.
ASCII/SGML
This is our term for SGML documents in ASCII format that
differ from the HTML document format that EDGAR also
supports.
ASYNCHRONOUS
A method of data transmission.
BROWSER
Commercially available software used in viewing on the Internet.
The most popular versions are Netscape and Internet Explorer.
CCC
CIK Confirmation Code.
CENTRAL INDEX KEY A unique number assigned by the SEC, distinguishing the
company or individual to which it is assigned. Used by EDGAR
(CIK)
to identify either a submitter (LOGIN CIK) or filer.
CIK
EDGAR Filer Manual (Volume I)
Central Index Key
A-1
September 2009
CIK CONFIRMATION
CODE (CCC)
An eight-character code that EDGAR uses in conjunction with
the CIK to authenticate a filer.
CLASS (CONTRACT)
IDENTIFIER
Unique identifier assigned by SEC to each class (contract) of an
investment company. The format is a 'C' followed by nine digits.
CONFIDENTIAL
Refers to portions of documents omitted from public filings
pursuant to SEC rules (e.g., Rule 406 under 1933 Act).
CONFIRMING COPY
An electronic copy of a paper filing. The paper filing is
considered to be the official copy and the confirming copy is an
electronic duplicate.
COOKIE
A unique string of letters and numbers that the web server stores
in a file on your hard drive. This method is used by web
designers to track visitors to a website so the visitors do not have
to enter the same information every time they visit a new page or
revisit the site.
CORRESPONDENCE
SUBMISSION
A submission type EDGAR participants may use to submit nonpublic information, generally correspondence, to the SEC staff
that is not disseminated immediately. 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.”
DATA FIELD
An element in a submission template.
DATA TAG
An identifier that labels specific information submitted to
EDGAR. Data fields are created by placing angle brackets on
either side of a term. An end data field is distinguishable from a
begin data field by the "/" (virgule/slash) immediately following
the opening angle bracket (<). For example, the beginning and
end of a table would be signified by <TABLE> and </TA
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