ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL
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EDGAR Release 8.5
ONLINEFORMS FILER
MANUAL
Volume III
EDGAR
ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL
April 2003
Notice
Use this EDGAR® Filer Manual when making electronic filings with the United States Securities
and Exchange Commission (SEC or "Commission"). See Rule 301 of Regulation S-T.
The EDGAR Filer Manual consists of three volumes. Volume I – EDGARLink Filer Manual
discusses the requirements for submitting EDGAR filings. Volume II – N-SAR Supplement
discusses the N-SAR application. Volume III – OnlineForms Filer Manual explains the process
for creating and submitting documents over the Internet using the OnlineForms website.
Volume III of the EDGAR® Filer Manual is effective on:
May 5, 2003
________________________________________________________
For up-to-date information regarding filing-related topics, consult our EDGAR Database website
(http://www.sec.gov), the OnlineForms website (https://www.onlineforms.edgarfiling.sec.gov), and
the EDGAR Company Database (http://www.edgarcompany.sec.gov).
________________________________________________________
EDGAR® and EDGARLink® are registered trademarks of the Securities and Exchange
Commission. All other product brand names mentioned in this Filer Manual are trademarks or
registered trademarks of their respective holders.
April 2003
Filer Manual Volume III
Preface
Welcome to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the U.S.
Securities and Exchange Commission (SEC). EDGAR provides an electronic filing process for
filers and filing agents submitting documents under the Securities Act of 1933, the Securities
Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Trust Indenture Act
of 1939, and the Investment Company Act of 1940 (collectively, "Acts"). This manual explains
how you can file electronically with the SEC.
This Volume of the File Manual explains the process for creating and submitting documents over
the Internet using the OnlineForms website. The OnlineForms website will verify filer
identification, check that required information is present, and allow filers or their agents, to
transmit online submissions to EDGAR for dissemination to the public. You may view
electronically submitted filings on EDGAR workstations in the SEC's public reference room in
Washington D.C., through commercial dissemination services, or using the SEC's website on the
World Wide Web (http://www.sec.gov).
What Filings are on EDGAR?
You will find almost all filings by domestic and foreign companies and third party schedules
such as Schedules 13D, on EDGAR. Companies can submit certain filings (e.g., Forms 11-K,
and Forms 144) either electronically or on paper.
Rules Governing Forms and Filing Information
EDGAR provides you with an electronic way to submit information to us. It does not change the
content of what you submit. Regulation S-T mandates electronic submissions of filings by all
domestic and foreign registrants. Regulation S-T also provides the general requirements and
procedures for electronic filing. You may find copies of Regulation S-T in the Federal Register
and the Code of Federal Regulations (17 CFR Part 232) in our Public Reference Rooms. You
will also find Regulation S-T under the Division of Corporation Finance area on the SEC's
website (www.sec.gov) under Forms and Associated Regulations, EDGAR.
We have identified the following other laws and releases that affect online submissions and
electronic filing. You may obtain copies of this material from our SEC website (www.sec.gov).
•
Securities and Exchange Commission Authorization Act of 1987 -- Public Law 100-181
(December 4, 1987). (Section 35A of Securities Exchange Act of 1934.)
April 2003
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Filer Manual Volume III
•
Releases:
33-8170
34-47069
35-27627
Issued 12/10/02
Mandated Electronic Filing and Website Posting for Forms 3, 4,
and 5
33-8177
24-47235
Issued 1/23/03
Effective 30 days after
publication in the
Federal Register
Rules for additional disclosure and certification requirements.
33-8009
Issued 5/14/02
Effective 5/24/02
and 11/4/02
(67 FR 36677)
Mandated EDGAR Filing for Foreign Issuers.
33-8007
Issued 9/17/01
(66 FR 49829)
Updated version of the EDGARLink software.
33-7999
Issued 7/30/01
(66 FR 42941)
Next stage of EDGAR Modernization.
33-7933
Issued 1/16/01
Effective 2/02/01
(66 FR 8764)
Next stage of EDGAR Modernization.
33-7855
Issued 4/24/00
Effective 5/30/00
Effective 7/10/00
Effective 1/1/01
(65 FR 24788)
Rules for the next stage of EDGAR Modernization.
33-7789
Issued 1/20/00
Effective 1/24/00
(65 FR 3123)
Adopted updated filing form types in Filer Manual.
Filer Manual Volume III
Diskette submissions not accepted.
Financial Data Schedule requirement removed.
ii
April 2003
33-7755
Issued 10/07/99
Effective 10/16/99
(64 FR 56430)
CompuServe discontinued electronic mail service.
33-7684
Issued 5/17/99
Effective 6/28/99
(64 FR 27888)
Rules for the first stage of EDGAR modernization adopted.
34-40934
Issued 1/12/99
Compliance date
4/1/99
(64 FR 2834)
Electronic filing of Form 13F made mandatory.
33-7472
Commission will no longer accept, in paper, filings required to
be submitted electronically, except in a hardship situation.
Issued 10/24/97
Effective 1/1/98
(62 FR 58647)
33-7427
Issued 7/1/97
(62 FR 36450)
33-7122
Issued 12/19/94
(59 FR 67752)
33-6977
Issued 2/23/93
(58 FR 14628)
Minor and technical rule amendments, including the elimination
of transition rules applicable to the phase-in period.
Rules and phase-in schedule made final. Final phase-in lists
published. Minor rule amendments adopted
Interim rules applicable to electronic filing in general, and
specifically to the Division of Corporation Finance filers.
IC-19284
Issued 2/23/93
(58 FR 14848)
Interim rules specific to investment companies.
35-25746
Issued 2/23/93
(58 FR 14999)
Interim rules specific to public utility holding companies.
April 2003
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Filer Manual Volume III
33-6980
Issued 2/23/93
(58 FR 15009)
Filer Manual Volume III
Rules relating to payment of filing fees to the SEC's lockbox in
Pittsburgh, Pennsylvania.
iv
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Table of Contents
1.
INTRODUCTION TO THE ONLINEFORMS FILER MANUAL AND EDGAR 1-1
1.1
Organization of this Manual ........................................................................................ 1-1
1.1.1
The EDGAR OnlineForms Website Updates .............................................................. 1-2
1.3
Preparing to Become an EDGAR Filer ........................................................................ 1-4
1.4
How to Obtain the EDGAR OnlineForms Filer Manual ........................................... 1-10
1.5
Getting Help with EDGAR ........................................................................................ 1-11
1.2.1
1.2.2
1.2.3
1.2.4
1.2.5
1.2.6
1.2.7
1.3.1
1.3.2
1.3.3
1.3.4
1.4.1
1.4.2
1.4.3
2.
1.5.1
1.5.2
Hours of Operation ...........................................................................................................................1-10
Filing Date of Electronically Transmitted Submissions ....................................................................1-10
Where to Send Paper Filings.............................................................................................................1-11
Getting Help with the Content of Filings or Exemptions/Adjustments .............................................1-11
Frequently Asked Questions .............................................................................................................1-11
Browser Differences ...........................................................................................................................2-1
Accessing OnlineForms Website ................................................................................. 2-2
2.3
Navigating EDGAR ..................................................................................................... 2-3
2.3.1
2.3.2
Logging into OnlineForms Website ....................................................................................................2-2
Information Exchange .........................................................................................................................2-4
Support................................................................................................................................................2-5
PREPARING AND TRANSMITTING ONLINE SUBMISSIONS TO EDGAR
3-1
3.1
Online Ownership Processing ...................................................................................... 3-1
3.1.1
3.1.2
3.1.3
3.1.4
Legacy Ownership Processing ............................................................................................................3-1
Modernized Section 16 Ownership Processing ...................................................................................3-1
OnlineForms Data Gathering Model ...................................................................................................3-1
Creating an Online Section 16 Ownership Submission .......................................................................3-2
REDUCED-CONTENT XML SUBMISSIONS
4-1
4.1
Preparing Reduced-Content XML Submissions .......................................................... 4-1
4.1.1
4.2
5.
Filing a Form ID with the SEC to Get Your Access Codes ................................................................1-4
EDGAR Hardware and Software Requirements .................................................................................1-7
Receiving E-Mail Status of Filings from the SEC...............................................................................1-9
Properly Prepare and Maintain Documents ......................................................................................1-10
2.2
2.2.1
4.
Release 8.5 OnlineForms Website Updates ........................................................................................1-2
EDGAR OnlineForms Website ...........................................................................................................1-3
Web Browser ......................................................................................................................................1-3
Filing Transmission Methods ..............................................................................................................1-3
Viewing Submission Status .................................................................................................................1-3
Changing Company Information .........................................................................................................1-3
Downloading Return Copies ...............................................................................................................1-4
GETTING STARTED USING ONLINEFORMS WEBSITE
2-1
2.1
Introduction to Web Browsers ..................................................................................... 2-1
2.1.1
3.
Conventions Used in the Filer Manual ................................................................................................1-2
1.2
4.2.1
4.2.2
4.2.3
Test and Live Submissions..................................................................................................................4-1
Transmitting Reduced-Content XML Submissions ..................................................... 4-1
Transmit Reduced-Content XML as a Test Submission .....................................................................4-2
Transmit Reduced-Content XML as a Live Submission .....................................................................4-3
Transmission Status ............................................................................................................................4-5
ADDITIONAL ONLINE FEATURES
5-1
5.1
Accessing Submission and Company Information ...................................................... 5-1
5.2
Submission Information ............................................................................................... 5-2
5.2.1
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Retrieving Submission Notification ....................................................................................................5-2
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5.3
Company Information .................................................................................................. 5-5
5.4
Return Copy Support ................................................................................................... 5-8
5.3.1
5.4.1
Edit Company Information .................................................................................................................5-6
Retrieving a Return Copy....................................................................................................................5-8
5.5
Logging in with a Different CIK ................................................................................ 5-12
6. PREPARING SUPPLEMENTAL EDGAR DOCUMENTS
6-1
6.1
Introduction .................................................................................................................. 6-1
6.2
Terminology ................................................................................................................. 6-1
6.3
ASCII ........................................................................................................................... 6-4
6.3.1
6.3.2
6.3.3
6.3.4
6.3.5
6.3.6
6.3.7
Character Code Requirements Differ by Submission Medium ...........................................................6-4
EDGAR Recognizes a Limited Set of Keyboard Characters ..............................................................6-4
Why the EDGAR System Recognizes Only Standard Character Sets.................................................6-5
How the Requirement for ASCII Affects Word Processing ................................................................6-5
About HTML ......................................................................................................................................6-6
Common Symbols that EDGAR Does Not Recognize........................................................................6-6
System Inserts "^" For Unrecognized Characters ...............................................................................6-7
6.4
6.5
6.6
Description of ASCII/SGML Tags .............................................................................. 6-7
Tag Construction .......................................................................................................... 6-7
How Tags are Used ...................................................................................................... 6-8
6.7
6.8
6.9
6.10
Tags Used Within a Document .................................................................................... 6-9
Non-Public and Confidential Information ................................................................. 6-11
How To Create a Correspondence Document............................................................ 6-11
Formatting Tables Wider than 80 Characters ............................................................ 6-11
6.6.1
6.10.1
6.10.2
6.10.3
Field Values are Filer-Supplied Information.......................................................................................6-8
Guidelines for Presentation of Tables ..........................................................................................6-11
Table Tags....................................................................................................................................6-12
Formatting Examples of Wide Tables ..........................................................................................6-13
6.11 Statutory Signatures ................................................................................................... 6-16
6.12 Powers of Attorney and Consents of Experts ............................................................ 6-16
7. INSTRUCTIONS FOR ATTACHING HTML DOCUMENTS TO ELECTRONIC
SUBMISSIONS
7-1
7.1
Overview ...................................................................................................................... 7-1
7.2
Acceptable HTML Document Tags ............................................................................. 7-3
7.3
Acceptable HTML Tags within a Document Body ..................................................... 7-4
7.4
HTML Tags that are NOT Supported by EDGAR ...................................................... 7-7
7.5
Acceptable Attributes for EDGAR HTML Tags ......................................................... 7-7
7.6
Extended Character Sets Within HTML Documents ................................................... 7-9
7.7
Template for an Attached HTML Document ............................................................. 7-10
7.8
ASCII or SGML Functionality to be Preserved within HTML Documents .............. 7-11
7.9
ASCII or SGML Functionality Not Supported within HTML Documents................ 7-12
7.10 SEC Recommendations on Preparing Submissions with HTML Documents ........... 7-12
A. ONLINE SUBMISSION TYPES ACCEPTED FOR ELECTRONIC FILING
A-1
B. MESSAGES REPORTED BY EDGAR
B-1
C. PAPER FORMS FOR ELECTRONIC FILING
C-1
D. GLOSSARY OF COMMONLY USED TERMS, ACRONYMS, AND
ABBREVIATIONS
D-1
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1. INTRODUCTION TO THE ONLINEFORMS FILER MANUAL AND EDGAR
1.1 Organization of this Manual
This volume is divided into chapters and appendices. The paragraphs and subparagraphs are
numbered for easy reference (e.g., 1.2, 2.6.1). When necessary, chapters have been further
divided into Sections (e.g., 4-A).
The chapters of this volume primarily refer to the preparation of EDGAR submissions. Chapter
7 describes the characteristics and limitations of Hypertext Markup Language (HTML)
documents.
The following outline shows you where to find information in this volume. An index is also
provided at the end of this document.
CHAPTER 1 -- Introduction to the OnlineForms Filer Manual and EDGAR
CHAPTER 2 -- Getting Started Using OnlineForms Website
CHAPTER 3 -- Preparing and Transmitting Online Submissions to EDGAR
CHAPTER 4 -- Reduced-Content XML Submissions
CHAPTER 5 -- Additional Online Features
CHAPTER 6 – Preparing Supplemental EDGAR Documents
CHAPTER 7 -- Instructions for Attaching HTML Documents to Electronic Submissions
APPENDICES:
A
Online Submission Types Accepted for Electronic Filing
This appendix provides a description of all the EDGAR submission types that are
available for online filing.
B
Messages Reported by EDGAR
This appendix provides information on acceptance, suspension, and EDGAR error
messages, including all HTML/PDF error messages.
C
Paper Forms for Electronic Filing
Form ID
Form SE
Form TH
D
Uniform Application for Access Codes to File on EDGAR
Form for Submission of Paper Format Exhibits by Electronic Filers
Notification of Reliance on Temporary Hardship Exemption
Glossary of Commonly Used Terms, Acronyms, and Abbreviations
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Filer Manual Volume III
This glossary contains terms acronyms, and abbreviations used in the Filer Manual and
the OnlineForms website.
1.1.1
Conventions Used in the Filer Manual
As you read this volume you should notice attributes assigned to certain types of text:
•
•
•
•
•
•
Instructions to press a key on a keyboard or click a button on the screen appear in
square brackets and in title case:
◊ Press [Enter]
◊ Click [Module/Segment]
Titles of check, dialog, and list boxes, fields, functions, options, processes,
queries, reports, screens, tables and windows appear in title case:
◊ Submission Type list box
◊ Name field
◊ Company Information query
◊ Return Copy check box
Menus, menu options, radio buttons, and statuses appear in title case and have
double quotation marks around them:
◊ “Test Filing” radio button
◊ from the “Edit” menu, select “Copy”
◊ “Busy” status
Directories and file names appear bolded:
◊ the C:\temp directory
◊ power_of_attny.txt
Keystroke combinations appear between less-than and greater-than brackets and
in upper case:
◊ <ALT-TAB>
◊ <CTRL-C>
Internet Hyperlinks appear underlined:
◊ Home
1.2 The EDGAR OnlineForms Website Updates
This section highlights the OnlineForms website changes for the various releases since the
OnlineForms website was established.
1.2.1
Release 8.5 OnlineForms Website Updates
In April 2003, EDGAR Release 8.5 established the initial OnlineForms website for preparation
and transmission of online Ownership forms.
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1.2.2
EDGAR OnlineForms Website
The OnlineForms 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 [few] or no changes in
your hardware or software configurations. You can access the OnlineForms website using a
Universal Resource Locator (URL) code (https://www.onlineforms.edgarfiling.sec.gov).
Note: Please remember to enter https. You will not be able to access the OnlineForms website
without the "s" designation.
We require that your browser support Java script.
1.2.3
Web Browser
The OnlineForms website only works with the two industry standard web browsers. We
recommend you use Netscape version 4.0 or later, or Internet Explorer version 5.0. The use of
browsers is discussed in Chapter 3.
Note: The OnlineForms website is incompatible with Netscape version 6.0.
1.2.4
Filing Transmission Methods
The only transmission method to access EDGAR via the OnlineForms website is through the
Internet. It is your decision as to the best means to access the Internet. EDGAR accepts
transmissions from any Internet source, so you can decide which Internet Service Provider (ISP)
best suits your needs.
1.2.5
Viewing Submission Status
Filers may access the OnlineForms website to check on the status of their submissions. For
details on checking your submission status please refer to Chapter 5, Submission Information.
You will only be permitted to view the status of submissions that you have submitted. You may
also choose to use E-Mail for your submission confirmation.
1.2.6
Changing Company Information
It is the obligation of the registrant to keep their information on EDGAR current and valid.
You can update your company information by entering your company information on the Edit
Company Information page of the OnlineForms website. All changes to your company
information are made immediately except for changes to your company's name. Our Filer
Support staff needs to review any change to your company's name. For details on changing your
company information, please refer to Chapter 5, Edit Company Information.
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Filer Manual Volume III
You can also change your CIK Confirmation Code (CCC) and password using the OnlineForms
website. For details on changing your password, please refer to Chapter 5, Changing your
Password. For details on changing your CCC, please refer to Chapter 5, Changing your CCC.
1.2.7
Downloading Return Copies
Requested Return Copies can be downloaded from the OnlineForms website. For details on
downloading Return Copies, please refer to Chapter 5, Return Copy Support.
1.3 Preparing to Become an EDGAR Filer
To become an EDGAR filer, you must:
1.3.1
•
Fax a Form ID application to the SEC to get your access codes. You cannot
access the website without your codes.
•
Obtain EDGAR-compatible hardware (computer equipment) and software.
•
Secure an ISP for access to the Internet.
Filing a Form ID with the SEC to Get Your Access Codes
Before you can use the EDGAR system, you must file a Form ID to register as an EDGAR filer.
An EDGAR filer can be a registrant, a third-party non-registrant filer, a third-party agent filing
for another individual or entity, or a training agent. EDGAR filers may send submissions on
their own behalf or use a filing agent. Training agents may only send test submissions. A duly
authorized person, such as a partner, president, treasurer, corporate secretary, officer, or
director, must sign the Form ID. Section 16 filers may have someone with their power of
attorney sign the Form ID. Filing agents such as financial printers cannot sign this Form on
behalf of the issuer unless they are specifically authorized to do so in writing. The written
documentation should accompany the Form ID.
All requests for Access Codes for EDGAR on Form ID (SEC 2084) must only come via Fax.
Our Fax numbers are (202) 504-2474 and (703) 914-4240. We will not return a hard copy of the
access codes through the mail but instead will notify you of the codes via telephone call or Fax.
If you would like a written confirmation of the codes, please include a Fax number on your
request.
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.
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April 2003
You will find a Form ID in Appendix C of this volume. You can also print an electronic copy of
the various EDGAR-related forms (e.g., Form ID, Form ET, Form SE) from the www.sec.gov
website. You can also request additional copies from the SEC’s Publications Office by calling
(202) 942-4040, or by making a written request to the following address:
ATTN: Publications Branch
US Securities and Exchange Commission
Mail Stop 3C40
450 5th Street, NW
Washington, DC 20549
You must fax a Form ID to the following office:
US Securities and Exchange Commission
ATTN: Filer Support
(202) 504-2474
or
(703) 914-4240
You may contact Filer Support (202) 942-8900 if you require additional information.
When we process the completed form, you will receive the following five access codes:
•
CIK -- Central Index Key:
The CIK is a number that we assign to each entity that submits filings to
us. Use of the CIK allows us to differentiate between filing entities with
similar names. A CIK is used to identify all filers, both EDGAR and nonEDGAR. Individuals should use their own CIK number and password
each time they file with EDGAR, even if their filings relate to different
registrants.
◊
Using the CIK to Login and Identify Submitter Registrants:
The CIK is the one EDGAR access code that is available to the public.
In EDGAR, the CIK is used with a password for login identification
(sometimes referred to as a login CIK). This identifies the submitter,
which could be a registrant, a non-registrant, a filing agent, or a
training agent. The CIK is also used with the CCC in submission
headers to identify the registrant. The CIK is a permanent identifier;
you may not change it. You can login to EDGAR using any valid
CIK-password combination. The login CIK will be part of the
accession number for the submission.
•
CCC -- CIK Confirmation Code:
The CCC is a code of eight characters having at least one number (0-9)
and at least one special character (@, #, $, *). The CCC is case-sensitive
and you must use it exactly as created, either in upper or lower case.
Because the CCC is case-sensitive, if you use lower case letters when the
April 2003
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Filer Manual Volume III
CCC is created or changed, you must use lower case letters when entering
the CCC in submission headers. To avoid confusion, we do not use the
number 1 (one), the lower-case letter “l” (el), the number 0 (zero), or the
capital letter O (oh) in assigning codes. We suggest that you also avoid
using these numbers and letters when changing your CCC. You will need
both a CIK and its corresponding CCC to submit a filing.
◊
Releasing the CCC To Filing Agents and Financial Printers:
If you use a filing agent, you may release the CCC to your agent
because you must include a CCC in your submission. When a thirdparty agent submits a filing for you, the agent uses its own login CIK
and password to establish authorization to make a submission.
However, the agent must use your CIK and CCC in your submission in
order to identify you as the entity for which the submission is being
made.
◊
Changing Your CCC:
Although we initially assign a CCC to you, there will be times when
you should change it. To ensure only you know your CCC, you should
change your CCC (1) before you use EDGAR the first time, and (2)
after a third-party filing agent has used it for a submission on your
behalf. You will find procedures for changing the CCC in Chapter 5.
•
Password:
The password is a code of eight characters having at least one number (09) and at least one special character (@, #, $, *). The password is casesensitive and you must use it exactly as created, either in upper or lower
case. You use it in combination with a CIK to identify the entity making a
submission. Since a CIK is public information, a second, confidential
code is necessary to ensure that whoever is sending a submission to
EDGAR is authorized to do so. You must enter both a CIK and a
password to access EDGAR. The CIK is public and you may give it and
the CCC to your agent to make submissions on your behalf, but you
should hold the password in strictest confidence.
◊
Changing Your Password:
Although we will assign a password to you, you should change that
password before beginning to use the system. You will find
procedures for changing a password in Chapter 5. To change a
password, you must use a Password Modification Authorization Code
(PMAC). You should change your password periodically. Your
password will expire 12 months after it was created or last
changed. If you are locked out of EDGAR because your password has
expired, you must fill out another Form ID, so be sure you keep your
password up-to-date.
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April 2003
•
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, in lower case. We create the PMAC in
lower case only. It is a very private code that we assign and then send to
you, and only one or two persons in an organization should know this
code. To request a new PMAC, you must submit an amended Form ID
marked “Request for New PMAC.” We will process your request and fax
or E-Mail the PMAC to you. The CIK is public and you may give it and
the CCC to your agent to make submissions on your behalf, but you
should hold the PMAC in strictest confidence.
We send EDGAR access codes promptly when you request them. During filing peaks this may
take longer than usual. If you forget any of your codes, Filer Support can only issue you new
codes and you must submit an amended Form ID.
If you have problems locating a Form ID, or if you do not receive access codes after submitting a
Form ID, please call Filer Support Staff at (202) 942-8900 for help. Plan ahead to become an
EDGAR filer and apply for access codes early.
The SEC does not keep these codes on file. It is the responsibility of the individual designated
in Part III on the Form ID to provide these codes to the EDGAR filing parties, and to keep the
codes secure. Section 16 filers must provide their EDGAR codes to their EDGAR contact at
each of the companies for which they are insiders. Only ONE set of EDGAR codes will be valid
for each individual, so it is essential that all relevant companies be given the codes. Only one
Form ID should be submitted for a registrant.
1.3.1.1 Keep Assigned Access Codes Private
To protect the integrity and security of the data you send, you must limit the number of people
who know your CCC, password, and PMAC.
1.3.2
EDGAR Hardware and Software Requirements
You will need certain hardware and software to use the OnlineForms website to prepare and
transmit online submissions to EDGAR. You can only transmit an online submission using the
Internet. The following list states the recommended minimum requirements:
•
•
•
•
April 2003
Windows compatible PC
Monitor (color recommended, but not required)
Printer
Internet browser: Netscape Navigator version 4.0 or higher or Internet Explorer
version 5.0 or higher and supporting 128-bit cipher strength. Java should be
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•
•
•
enabled in the browser. EDGARLink and the OnlineForms 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 access
Adobe Acrobat Reader version 4.0 or higher
1.3.2.1 Software Requirements
To run a standard Web browser and the Modernized EDGARLink application, you will need to
use a 32-bit version of the Windows Operating System. Windows ‘95 version B or higher, ‘98,
NT, or 2000 meets this 32-bit standard. If your operating system is something other than
Windows, you may be able to access EDGAR using the Windows emulator.
For more information about using the Web browser, see Chapter 2.
1.3.2.2 Operating Requirements
You will need space for storing the text of submission documents.
1.3.2.3 Internet Communication to OnlineForms Website
To access the OnlineForms website, you must first setup a connection through an Internet
Service Provider (ISP). You should be aware that using the Internet is not without risk. Since
many filers use the Internet on a day-to-day basis, they may assume that this filing path is always
available. This is not always the case. Because the Internet consists of interconnecting
communications equipment owned by many different companies and each essential to the
delivery of your communications, the SEC cannot guarantee your Internet connection.
The SEC has designed the EDGAR system to provide redundancy. If there are problems with the
SEC’s Internet connection we will reroute traffic through other available routes. The newer your
browser and operating system, the more effective your platform may be in sensing those route
changes and responding to them. We recommend upgrading your browser and operating system
to configurations that take advantage of more modern Internet technologies. We have tested the
following configurations:
•
Windows 2000 with Internet Explorer 5.0 and 5.01
•
Windows NT 4.0 (Service Pack Six) with Internet Explorer 5.003
If your filing is critical, allow for potential Internet system outages by making your filing early.
If this is not possible, then a backup transmission plan is essential. Consider having lines from
more than one Internet Service Provider or multiple path lines from a single service provider.
Use your Internet browser, Netscape, or Internet Explorer, to access EDGAR by entering the
OnlineForms website URL: https://www.onlineforms.edgarfiling.sec.gov in the address location
field or in the Open Location window.
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When you log into the OnlineForms website you can assemble and transmit submissions,
transmit reduced-content submissions, or use any of the other additional online features.
1.3.3
Receiving E-Mail Status of Filings from the SEC
You cannot be sure EDGAR has accepted your submission unless you receive an acceptance
message. You have not made an official filing unless your acceptance message includes a filing
date. You can have EDGAR send acceptance or suspense messages to your Internet electronic
mail (E-Mail) address.
1.3.3.1 How EDGAR Uses the Internet for E-Mail
EDGAR will forward acceptance and suspense messages to all filing entities with valid E-Mail
addresses. As an EDGAR filer, you are entirely responsible for setting up a valid Internet
address through an ISP. Internet access rates vary per ISP.
Please note the following information about the EDGAR Internet services:
1.3.3.1.1
•
With an Internet address, you can receive timely information regarding the
acceptance or suspension of your filing
•
All Internet addresses have a maximum length of 80 characters. Only valid
EDGAR characters are accepted for Internet addresses. We also recommend that
you do not use the double quote (") character in an Internet address
How to Order Internet Service
Contact a local ISP for information on obtaining Internet access for general and EDGAR use.
We do not recommend or prefer any individual ISP.
1.3.3.1.2
How Mail Is Addressed to the Internet Address
EDGAR sends acceptance and suspense messages to a valid Internet E-Mail address that you list
in your Company Contact Information on the OnlineForms website. In addition, your company
contact Internet E-Mail address will always receive an acceptance/suspense message when you
submit a filing. If you wish to permanently change the E-Mail address, then edit the Company
Contact Information form on the OnlineForms website. For more details, please refer to Chapter
5, Edit Company Information.
Note: If you update your Company Contact Information to include an Internet E-Mail address
for electronic notification, that address becomes the default notification address, and
EDGAR sends all subsequent automatic filing notifications to that address. You may
make subsequent changes to an Internet address in one of two ways: 1) edit the e-mail
address on the OnlineForms website. You can have only one e-mail address stored in the
EDGAR Company Contact information, or 2) submit an amended Form ID via fax, where
our Filer Support Staff will then make the change manually.
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When submitting filings after 5:30 p.m., Eastern Time, we recommend that you retrieve
submission information from the OnlineForms website to determine your submission status.
Note: Requested Return Copies are not sent via E-Mail address. You can only download
requested Return Copies via the OnlineForms website.
1.3.4
Properly Prepare and Maintain Documents
When you prepare an ASCII document for your submission, you must limit line width to 80
characters for text and 132 characters for tabular material (between table tags). For details on
preparing EDGAR documents please refer to Chapter 6 Preparing Supplemental EDGAR
Documents.
Keep a manually signed signature page (or equivalent document) on file for five years. For
details on signatures please refer to Chapter 6, Signatures for Electronic Filings.
1.4 How to Obtain the EDGAR OnlineForms Filer Manual
You can download the latest version of the OnlineForms Filer Manual from our website
(www.sec.gov). The Filer Manual is also available in HTML format on the OnlineForms
website.
Warning: When you login to the OnlineForms website, please read the Welcome Page. It
contains information about EDGAR filing requirements, activities, and updates to the
website.
1.4.1
Hours of Operation
EDGAR accepts direct transmissions of electronic submissions each business day, Monday
through Friday, from 8:00 a.m. to 10:00 p.m., Eastern Time. Transmissions started but not
completed by 10:00 p.m. Eastern Time may be canceled, and you may have to re-submit on the
next business day.
1.4.2
Filing Date of Electronically Transmitted Submissions
If you begin direct transmission of a live submission after 5:30 p.m. Eastern time and the
submission is accepted, it will have a filing date as of 8:00 a.m. the next business day.
Note: Remember that submission transmission does not begin until EDGAR receives the first
byte of a transmission. When you make a time-sensitive submission, allow time for setup
of your Internet connection, completing and verifying the submission, and the start of the
transmission.
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1.4.3
Where to Send Paper Filings
Official filings made in paper as a result of a hardship exemption should be accompanied by
Form TH and mailed to the following address:
Headquarters Location
ATTN: Filing Desk
US Securities and Exchange Commission
Mail Stop 1-4, Room 1004
450 5th Street, NW
Washington, DC 20549
1.5 Getting Help with EDGAR
For general filing and technical information or help with the OnlineForms website, contact our
Filer Support Staff in the Office of Filings and Information Services.
Filer Support Staff can help you each business day from 7:00 a.m. to 7:00 p.m., Eastern time.
You may reach them at (202) 942-8900 for help.
1.5.1
Getting Help with the Content of Filings or Exemptions/Adjustments
For non-technical filing questions including filing content, hardship exemption requests, and
filing date adjustments, contact the EDGAR Support Staff in the Divisions of Corporation
Finance or Investment Management during normal business hours 9:00 a.m. to 5:30 p.m.,
Eastern time.
If you need help with Corporation Finance filings, contact the Office of EDGAR and Information
Analysis in the Division of Corporation Finance at (202) 942-2940.
If you need help with investment company filings, contact the Division of Investment
Management at (202) 942-0978.
If you need help with Public Utility Holding Company Act filings, contact the Office of Public
Utility Regulation, Division of Investment Management at (202) 942-0558.
1.5.2
Frequently Asked Questions
Since we opened the Operational EDGAR system for testing on May 1, 1991, EDGAR filers
have called Filer Support with a variety of questions about EDGAR. Below are some of the
more frequently asked questions and answers.
Questions
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Answers
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Questions
Answers
How do I reach the OnlineForms
website?
You can reach this site by using the OnlineForms website
URL which is https://www.onlineforms.edgarfiling.sec.gov.
Please bookmark this site the next time you visit it.
Which Web browser shall I use?
We recommend using one of the industry standard Web
browsers, either Microsoft Internet Explorer 5.0 or later, or
Netscape 4.0x - 4.7x. EDGAR does not support other
browsers, such as Netscape 6.0 and AOL, at this time.
Why may filing agents have
more than one CIK?
Filing agents may have several CIKs for accounting and
management purposes. For example, a filing agent may use a
different CIK for each operating office, each industry group,
or for certain categories of filers on whose behalf they make
an SEC filing(s). However, the filing agent must use a
separate and distinct CIK for any filing(s) they make on their
own behalf.
What happens if I submit a filing
by mistake?
This could be a very serious problem if the filing does not
contain errors that would cause EDGAR to suspend the
filing. Once EDGAR accepts a public filing, it is
immediately disseminated. We cannot intercept a filing after
its acceptance and prevent its dissemination, nor can we
retrieve the filing.
How quickly can I determine
whether my filing was accepted?
The quickest way for you to find out if your filing was
accepted or suspended is to use the OnlineForms website.
You can also read the messages EDGAR will send to your
Internet E-Mail address.
How do I change my password?
You may change your password using the OnlineForms
website. Login to EDGAR through the OnlineForms
website, click on Retrieve/Edit Data, then click on Change
Login Password or CCC. Please note that passwords expire
after one year.
How do I change my CCC?
You may change your CCC using the OnlineForms website.
Login to EDGAR using the OnlineForms website, click on
Retrieve/Edit Data, then click on Change Login Password or
CCC. Please note that CCCs do not expire.
Can I change an expired
password via the OnlineForms
website?
Yes, if you change it within 10 days of the expiration date. If
both the password and the grace period have expired, you
must apply for a new password on Form ID.
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Questions
How do I change company
information?
Answers
You may update company information using the
OnlineForms website by entering company information on
the Change Company Information page and submitting the
changes to us. You must provide the CIK and CCC for that
company before you can change any information.
How do I name my attached
All document file names must be in lower case and no longer
documents for filings sent via the than 32 characters in length. The names must start with a (aOnlineForms website?
z) character and may contain (a-z) characters and (0-9)
characters. File names may contain one '.', one '-', and one '_'
character. File names must end with *.htm, *.txt, *.fil,
*.jpg, or *.gif extensions.
How do I check the status of a
submission?
You can check the status of filings using the OnlineForms
website. Once you have logged into EDGAR and accessed
the Company and Submission Information Retrieval page,
you can access submission information for your CIK. You
must provide the CCC before you can access any submission
information.
Can I submit my filing in PDF
format?
No, online filings do not allow any attachments in PDF
format.
How do I view an assembled
submission or individual
document prior to transmitting it
to the SEC?
You may view your submission as a PDF document prior to
transmitting it. However, there is no way to view any of the
attachments once they are uploaded. You should view your
attachments prior to uploading them.
Why does my browser
connection fail during large file
transfers to the OnlineForms
website?
The browser may not allocate enough cache for the current
transmission. You may need to make more cache available to
the browser (the recommended minimum is 20MB) before
transmitting large filings to EDGAR.
Can I download my Return Copy Return Copies are available for seven (7) business days.
more than once?
During that time, you can download Return Copies as many
times as you want.
What order shall I attach
documents when assembling a
submission using the
OnlineForms website?
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It does not matter.
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Questions
Answers
Why do I get an "Accepted"
status after submitting company
updates via the OnlineForms
website?
The "Accepted" status means that EDGAR has successfully
routed the submission to the appropriate internal and external
destination(s). Only public filings are sent out through the
Public Dissemination System. Company updates
(COUPDAT) with a status of "ACCEPTED", as well as
attached cover letter documents, are considered private. All
private submissions and documents are available internally to
the SEC only and are not disseminated to the public.
How will I know if you have
changed the OnlineForms
website or the OnlineForms Filer
Manual?
The OnlineForms website will notify you of updates to the
website. We will post a current version of the OnlineForms
Filer Manual on the SEC website
(http://www.sec.gov/info/edgar.shtml). Because we provide
the updated OnlineForms Filer Manual in electronic format
on the website, you can download the complete document
and print the entire manual or specific chapters. We will also
provide OnlineForms Filer Manual updates through the
Public Reference Rooms. Please note that there may be an
associated fee for updates retrieved through the Public
Reference Rooms.
Where do I find the Form Id ?
Use the following URL to find the Form ID:
www.sec.gov/divisions/corpfin/forms/id.htm.
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2. GETTING STARTED USING ONLINEFORMS WEBSITE
This section will cover the basics about using a browser, accessing the OnlineForms website, and
how to assemble, and verify a submission.
2.1 Introduction to Web Browsers
We created the OnlineForms website to make submitting filings easier by using Web-based
technology. Web browsers read code called Hypertext Mark-up Language (HTML). Many
people have become familiar with HTML as they have used the Internet. We are now using a
browser as an integral part of EDGAR, providing our interface to the OnlineForms website.
2.1.1
Browser Differences
There are two industry standard browsers currently in use today: Netscape Navigator and
Microsoft Internet Explorer (IE). The OnlineForms website does not support Netscape version
6.0. Both comply with Secure Socket Layer (SSL) communications that you will use to reach the
OnlineForms website, and are easy to obtain. Which browser you use is a personal preference.
This section contains some functions that are innate to browsers, how your browser should be set
up, and the differences between Netscape and IE. For the screen shots in this manual, we use
Netscape version 4.08. You should be aware that there might be subtle differences if you are
using IE or other versions of Netscape.
Netscape Menu Bar
Internet Explorer Menu Bar
Figure 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 performing other functions such as printing
and saving. The largest difference between the two browsers is button appearances and where to
find the preference settings. For detailed information on your browser; see your browser’s user
manual or help function.
The browser window works similarly to all windows, in that it can be maximized, minimized,
and sized. The default menu bar contains buttons that help you navigate the Internet; however,
these buttons don’t necessarily help you navigate EDGAR. For the purposes of logging into
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EDGAR, 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
OnlineForms 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.
2.2 Accessing OnlineForms Website
Only valid EDGAR users can log into the OnlineForms Website. If you are not currently a valid
EDGAR user please see Chapter 1, Preparing to Become an EDGAR Filer.
2.2.1
Logging into OnlineForms Website
To access any of the OnlineForms functions, you will need to log into OnlineForms website:
1. Connect to the Internet.
2. Go to the EDGAR OnlineForms Login page:
(https://www.onlineforms.edgarfiling.sec.gov). You must use https to access the
EDGAR Login page.
3. Click in the CIK field and enter your CIK.
4. Press [Tab] and enter your password. This is your login password, not your CCC,
or PMAC. Your password is case-sensitive. If you mistype your password,
access to EDGAR is denied.
5. Click the [Login to EDGAR] button.
The Welcome page appears if your CIK and password are valid. If your CIK and password do
not match those saved in the database, you will see an Invalid Login page.
Figure 2-2: The EDGAR OnlineForms Welcome Page (Top)
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Figure 2-3: The EDGAR OnlineForms Welcome Page (Bottom)
If you accidentally mistype the CIK or password, you can press the [Back] button to return to the
Login page, and try again. If you find you are getting the Invalid Login page and your CIK and
password are entered correctly, please contact Filer Support.
Additional error messages you may see are Password Login Expiration messages. There are two
different types of messages: Login Password to Expire Soon or Login Password Expired. If your
password expires soon or if your password has expired within the last ten days, EDGAR allows
you to create a new password using your PMAC. For more details, please refer to Chapter 5. If
you need assistance, contact our Filer Support Staff at (202) 942-8900 for help.
2.3 Navigating EDGAR
Once you log into EDGAR, an option menu appears on the left-hand side of the browser
window. This menu allows you to navigate easily through EDGAR without having to return to a
menu page. This menu is broken down into two different sections:
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•
Information Exchange
•
Support
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Figure 2-4: EDGAR Menu
Two additional functions will help you use the OnlineForms website. The [Logoff] button ends
your EDGAR session. Clicking Home brings you to the EDGAR OnlineForms Welcome page.
From this menu you can move back and forth between pages, find news, download software or
template updates, or get additional assistance.
2.3.1
Information Exchange
In the Information Exchange section there are three links:
•
Assemble Ownership Filing
•
Transmit Reduced-Content XML Submission
•
Retrieve/Edit Data
By clicking on Assemble Ownership Filing, you can prepare, assemble, validate, and transmit
online ownership submissions to EDGAR for processing. For more details, please refer to
Section 3.1.4, Creating An Online Ownership Submission.
By clicking on Transmit Reduced-Content XML Submission, you can transmit any reducedcontent submissions to EDGAR for processing. For more details, please refer to Chapter 4,
Reduced-Content XML Submissions.
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By clicking on Retrieve/Edit Data, you can query company, or filing information, retrieve your
Return Copies or change your password or CCC. For more details, please refer to Chapter 5,
Additional Online Features.
2.3.2
Support
In the Support section there are four links:
•
General Help
•
Frequently Asked Questions
•
SEC Rule Making
•
Company Search
2.3.2.1 General Web Help
If you need help while using the OnlineForms website on the Internet, click on General Help
from the menu to bring up the General Support Menu page that displays a list of help topics.
When you click on a topic, you are shown information or additional links to specify the type of
assistance you need.
Figure 2-5: General Help Page
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2.3.2.2 Frequently Asked Questions
Click on Frequently Asked Questions (FAQ) to open the EDGAR OnlineForms Frequently
Asked Questions page. The FAQ page includes different questions that have been asked most
often. You may find the answers helpful while using the OnlineForms website. Click on the
hyperlink topic to display the answer in the lower portion of the window.
2.3.2.3 SEC Rule Making
Click on the SEC Rule Making link to go to the SEC website that gives you up-to-date rule
information. You will get information about rules that have been proposed or adopted, as well as
other bulletins and notices.
2.3.2.4 Company Search
The OnlineForms website restricts you to retrieving company information only for your CIK. To
search for information about other companies, click on the Company Search link to redirect your
browser to the EDGAR Company website (www.edgarcompany.sec.gov). From this website you
can perform company searches through the EDGAR database that is updated daily.
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3. PREPARING AND TRANSMITTING ONLINE SUBMISSIONS TO EDGAR
The OnlineForms website allows you to prepare and transmit form type submissions online.
3.1 Online Ownership Processing
This section walks you through the process of preparing your submission of ownership reports
(Forms 3, 4, and 5) using the OnlineForms website.
3.1.1
Legacy Ownership Processing
If you prepared Section 16 ownership submissions for EDGAR in the past you know that it
involved preparing a HTML or SGML ASCII primary ownership document. Next, you used
EDGARLink to prepare the submission header and to attach the ownership primary document
along with other attachments such as cover letters and power of attorney exhibits. Once the
submission was prepared using EDGARLink, you then logged into the EDGAR Filing website
using your CIK/password and transmitted the submission to EDGAR for processing. This
allowed the SEC to notify investors about various insider transactions as soon as EDGAR
processed them. One major disadvantage with this process was that the detailed information was
buried in the HTML or SGML ASCII primary ownership document text.
3.1.2
Modernized Section 16 Ownership Processing
In order to make it easier for filers and their agents to submit ownership and other required
electronic filings, the SEC decided to establish an OnlineForms website. The ownership
submission form types 3, 3/A, 4, 4/A, 5, and 5/A are the first set of EDGAR submission form
types to be available for online preparation. The OnlineForms website software will use the filerprovided 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 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.
3.1.3
OnlineForms Data Gathering Model
All online submissions will follow the same basic model. The OnlineForms website will:
•
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Allow you to choose the type of submission to prepare, (i.e., Assemble Ownership
Submission)
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•
Allow you to select the specific ownership form type that you want to assemble
and submit to the SEC, (e.g., 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)
•
Provide an appropriate data gathering form to allow you to provide all of the
necessary information required by the SEC rules
•
Allow you to provide your signature and signature date
•
Allow you to verify the information on the form
•
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 website:
3.1.4
•
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
Creating an Online Section 16 Ownership Submission
This section outlines the general process for preparing a Section 16 ownership submission using
the OnlineForms website and then transmitting the submission to EDGAR for processing.
Before beginning, gather the following information:
•
Determine the proper submission form type you need to file
Note: To determine which form type you need to submit, go to
http://www.sec.gov/rules/final/34-46421.htm, which is the SEC's
Ownership Reports and Trading by Officers, Directors, and Principal
Security Holders Rules section.
•
Have your CIK, password, and CCC handy
•
Determine the Issuer CIK and the ticker symbol of the transactions you need to
report. You can use the company database for assistance,
http://www.edgarcompany.sec.gov.
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•
Make sure you have the CIK and CCC for each reporting owner to be included in
the submission
•
If you are filing a Form 4 or a Form 5 submission, make sure you have all
necessary transaction details
•
Prepare any attachments, such as a Cover Letter or Exhibit, save them in the
correct format, and have the file names identified.
3.1.4.1 Select Ownership Submission Form Type
The first step for preparing an ownership submission using the OnlineForms website is to select
the proper ownership submission form type by:
1. Logging in to the OnlineForms website,
https://www.onlineforms.edgarfiling.sec.gov.
2. Click on Assemble Ownership Submission in the menu bar.
3. The Select Ownership Filing screen will appear:
Figure 3-1: Select Ownership Filing Screen
4. Using the pull down bar, select the form type you wish to prepare, and click on the
[Assemble Ownership Submission] button.
5. A new browser window will open and the data entry screen for the select
submission form type should appear. For example, see the Ownership Form Type
3 screen below.
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Figure 3-2: Ownership Form Type 3 Screen
3.1.4.2 Assemble Ownership Submission – Top of Form
The following are some basic OnlineForms data entry conventions:
•
In Internet Explorer, disabled fields are made read-only and are colored gray. In
Netscape, we can make the field read-only but cannot color it gray
•
Required fields are indicated by an asterisk to the right of the label name (for
example, CIK* and Date* are some of the required fields)
•
Press the [Tab] key to move from field to 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 Select Ownership Form Type Screen. Any data entered or attachments
uploaded will be discarded.
Once the Assemble Ownership Submission data entry screen is displayed, you can begin
completing your ownership submission for each of the entry sections:
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Submission Contact
•
Provide a point of contact for the submission in the name, phone, and E-Mail
address fields.
Copy Information
•
Indicate if you want a Return Copy of your submission generated by EDGAR.
•
The Confirming Copy fields are disabled until a future release when electronic
filing of ownership submissions becomes mandatory.
Issuer Information
•
Enter the CIK and trading symbol for the Issuer company.
Date Information
•
Enter the date of the event that triggered this submission, such as the earliest
transaction date to be reported in a Form 4.
•
The Date Original Filed is only available for amendments and refers to the date
when the original submission that is being amended was filed.
Reporting Owner Information
•
Enter the CIK, CCC, and relationship fields for each reporting owner.
•
Click on the [Add Entry] button to add additional reporting owners.
•
To remove a reporting owner, select the radio button to the left of the reporting
owner and click on the [Delete Entry] button.
3.1.4.3 Assemble Ownership Submission – Middle of Form
Figure 3-3: Assemble Ownership Submission – Middle of Form
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The middle part of the Assemble Ownership Submission data entry form indicates where Table I
and Table II data are displayed. The following are some additional data entry conventions for the
Assemble Ownership Submission data entry form:
•
Fields in Table I and II appear as read-only. You can enter data by clicking on the
[Add Entry] button. The example above shows how Table I and II appear once
entries have been added.
•
To modify a row, select the radio button to the left of the entry you wish to modify
and click on the [Edit Entry] button.
•
To delete a row, select the radio button to the left of the entry you wish to delete
and click on [Delete Entry] button.
•
Footnote references are represented by a superscript to the right of the field. The
referenced footnote appears at the bottom of the screen.
•
Date format is MM/DD/YYYY.
The following sections illustrate how to enter the required information for Table I and Table II
and provide footnotes where necessary.
3.1.4.3.1
Add Holding (Form 3 Non-Derivative Security)
The Add Holding screen appears when the [Add Entry] button is clicked in Form 3 Table I. You
use this data entry form to enter all of your Form 3 non-derivative securities that appear in Table
I. You must provide the title of the security, the amount of securities beneficially owned, and
indicate if the security is owned directly or indirectly. If the security is owned indirectly, you
must indicate the nature of indirect beneficial ownership.
The following are some data entry conventions for this screen:
•
Default unit for Amount of Securities Owned is Shares
•
Default setting for Ownership Form is Direct
•
Footnotes can be added on a per field basis by clicking on the corresponding
[Footnote] button
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Figure 3-4: Add Holding Screen (Non-Derivative Security)
3.1.4.3.2
Edit Holding (Form 3 Non-Derivative Security)
The Edit Holding screen appears when the [Edit Entry] button is clicked for Form 3 Table I. The
Edit Holding screen is similar to the Add Holding screen in Table I and has the same data entry
conventions.
3.1.4.3.3
Add Holding (Form 3 Derivative Security)
The Add Holding (Form 3 Derivative Security) screen appears when the [Add Entry] button is
clicked for Table II. You use this data entry form to enter all of your Form 3 derivative securities
that appear in Table II. You must provide the title of the security, date exercisable, expiration
date, title of securities underlying derivative security, amount or number of shares of securities
underlying the derivative security, conversion or exercise price of the derivative security, and
mark whether the security is owned directly or indirectly. If the security is owned indirectly, you
must indicate the-nature of indirect beneficial ownership
The following are some data entry conventions for this screen:
April 2003
•
Default unit for Amount of Securities Owned is Shares
Default setting for Ownership Form is Direct
•
Footnotes can be added on a per field basis
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Figure 3-5: Add Holding Screen (Derivative Security)
3.1.4.3.4
Edit Holding (Form 3 Derivative Security)
The Edit Holding screen appears when the [Edit Entry] button is clicked for Table II. The Edit
Holding screen is similar to the Add Holding screen for Table II and has the same data entry
conventions.
3.1.4.3.5
Footnotes
The Footnotes screen appears when you click on the [Footnote] button from Table I or Table II
entry screens. You use this screen to add, edit, or delete footnotes associated with your
submission. In addition, you use this screen to associate selected footnotes with a specific data
entry field from Table I and Table II.
The following are some data entry conventions for this screen:
•
This screen contains the master list of all of the footnotes for this submission.
•
To apply a footnote to a field, select the “Apply To Field” checkbox for that
footnote.
•
To add a new footnote, click on the [Add Footnote] button.
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•
To modify a footnote, select the radio button to the left of the entry you wish to
modify and click on the [Edit Footnote] button.
•
To delete a footnote, select the radio button to the left of the entry you wish to
delete and click on the [Delete Entry] button.
Figure 3-6: Footnotes Screen
3.1.4.3.5.1
Add Footnote
The Add Footnote screen appears when the [Add Footnote] button is clicked.
The following are some data entry conventions for this screen:
April 2003
•
You can enter up to 1000 characters for a footnote. If you need to add more than
1000 characters, split your footnote in multiple pieces and associate the pieces
with the appropriate fields using the Footnote screen.
•
EDGAR will automatically create the footnote number.
•
Click on the [OK] button to save the footnote entry.
•
Click on the [Cancel] button to cancel the footnote entry.
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Figure 3-7: Add Footnote Screen
3.1.4.3.5.2
Edit Footnote
The Edit Footnote screen appears when the [Edit Footnote] button is clicked. You can modify
the existing text of the footnote.
The following are some data entry conventions for this screen:
•
Click on the [OK] button to save the footnote changes.
•
Click on the [Cancel] button to cancel the footnote changes.
Figure 3-8: Edit Footnote Screen
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3.1.4.4 Assemble Ownership Submission – Bottom of Form
The bottom part of the Assemble Ownership Submission data entry form illustrates where the
Explanation of Responses and Signature data is displayed.
The following are some additional data entry conventions for this screen:
Explanation of Responses
•
Each form type has some specific responses that are indicated by checking the
box. Some of these checkboxes are automatically filled in based on your
responses in Table I and Table II, while others you must complete if appropriate.
For example, on Form 3 there is a response “No securities are beneficially owned”
along with a checkbox that is auto-filled. When the page first appears, it will be
checked. If you add an entry to Table I or Table II, the checkmark will be
removed.
•
Footnotes are listed here as read-only. You can enter additional footnotes or
modify an existing footnote by returning to the Table I or Table II entry portion of
the form.
Signature Data
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•
Enter the name of each reporting person in the signature field along with the date
signed. Click on the [Add Entry] button to add more signature entry lines.
•
To delete a signature, select the radio button to the left of the entry you wish to
delete and click on the [Delete Entry] button.
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Figure 3-9: Assemble Ownership Submission – Bottom of Form
3.1.4.5 Verify Form
Once you have completed all of the information for the submission, you need to verify the form
information. Either the Assemble Ownership Error Screen or the Insider
Confirmation/Correction screen will appear when the [Verify Form] button is clicked.
3.1.4.6 Assemble Ownership Errors
If there were any errors on the form, the form will be redisplayed with the error fields marked.
You should follow the instructions on the screen to correct the errors.
For example, Figure 3.10 marked the following errors:
•
Submission contact E-Mail is formatted incorrectly; it needs an "@" to be valid
•
Issuer CIK is formatted incorrectly; it can only be all numeric
•
Date is formatted incorrectly; it should be MM/DD/YYYY
•
CCC provided is not valid for the Reporting Owner CIK provided
Note: EDGAR will validate ONLY the format and syntax of the information provided, and that
the Issuer CIK and Reporting Owner CIK and CCC combination are valid. YOU ARE
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RESPONSIBILE for confirming the accuracy of all transactional and ownership
information submitted in the Form.
Figure 3-10: Assemble Ownership Form With Errors (Form Type 5)
If there are errors in Table I or Table II you need to select the field entry or field value that needs
to be revised, and click on the [Edit Entry] button. The detailed form will appear with the fields
in error marked, as shown in the example below.
For example, Figure 3.11 marked the following errors:
April 2003
•
Transaction Date is formatted incorrectly; it should be MM/DD/YYYY
•
Price of securities acquired of disposed of is formatted incorrectly; it has two
decimal places in the number
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Figure 3-11: Edit Transaction With Errors (Form Type 5, Non-Derivative Security)
3.1.4.7 Insider Confirmation/Correction
If your submission was successfully verified, the Insider Confirmation/Correction screen will
appear. As part of verification, EDGAR retrieves the company name for the Issuer CIK and the
name and address information for each reporting owner you entered. Before continuing, you
need to confirm that the name and address information that was retrieved from EDGAR based on
the issuer CIK and reporting owner CIK and CCCs are correct.
The following are some data entry conventions for this screen:
•
If you need to make modifications to your ownership form at this time, click on
the [Edit Ownership Form] button to return to the Assemble Ownership
Submission data entry form.
•
If you need to upload some attachments to your submission such as a cover letter
or a Power of Attorney exhibit, click on the [Update/Delete Attachment(s)]
button.
•
If you would like to see the submission document in PDF format, click on the
[View/Print Submission] button.
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•
If you would like to proceed to transmit your submission to EDGAR for
processing, click on the [Transmit Submission] button.
Figure 3-12: Insider Confirmation/Correction
3.1.4.8 Upload/Delete Attachment(s)
The Upload/Delete Attachment(s) screen appears when the [Upload/Delete Attachment(s)]
button is clicked. This screen allows you to manage the attachments associated with your
submission.
The following are some data entry conventions for this screen:
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•
Click on the [Upload Attachment] button to upload an attachment.
•
If you need 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.
•
Click on the [Edit Ownership Form] button to return to the Assemble Ownership
Submission data entry form.
•
Click on the [Transmit Submission] button to proceed to transmit your submission
to the server.
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Figure 3-13: Upload/Delete Attachment(s)
3.1.4.9 Upload Attachment
The Upload Attachment screen appears when the [Upload Attachment] button is clicked.
Note: Any attachments you plan to include should already have been prepared and saved in the
appropriate format prior to assembling your online submission.
The following are some data entry conventions for this screen:
•
To upload an attachment to the server, enter the attachment information in the
fields, and then click on the [Upload] button.
•
To return to the Upload/Delete Attachment(s) screen without uploading an
attachment, click on the [Cancel] button.
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Figure 3-14: Upload Attachment
3.1.4.10
Transmit Submission Confirmation
The Transmit Submission Confirmation screen appears when the [Transmit Submission] button
is clicked.
The following are some data entry conventions for this screen:
• Click on the [Cancel Transmission] button to return to the Assemble Ownership
Submission data entry form.
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•
Click on the [View/Print Submission] button to view the submission document in
PDF format.
•
Click on the [Transmit Submission] button to proceed to transmit the submission
to EDGAR for processing.
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Figure 3-15: Transmit Submission Confirmation
3.1.4.10.1
View/Print Submission
The View/Print Submission screen appears when the [View/Print Submission] button is clicked.
Use this to print a copy of your form for your records.
The following are some data entry conventions for this screen:
•
To view your submission as an Adobe PDF document, click on the [Continue]
button. This will display your submission via the Adobe Acrobat Reader as
shown in the example below. From the Acrobat Reader, you can print your
document by selecting the printer icon.
•
To close this window and continue your submission processing, click on the
[Close] button.
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Figure 3-16: View/Print Submission Screen
Figure 3-17: PDF Document
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3.1.4.11
Transmit Submission Acknowledgement
The Transmit Submission Acknowledgment screen appears when the [Transmit Submission] is
clicked from the Transmit Submission Confirmation screen. This screen provides
acknowledgement of the transmission, along with the submission accession number.
Figure 3-18: Transmit Submission Acknowledgement
Record your accession number so you can later identify your submission and retrieve the
acceptance messages and Return Copy from the website.
3.1.4.12
Transmit Submission Cancelled
The Transmit Submission Cancelled screen appears when the [Cancel Transmission] button is
clicked.
The following are some data entry conventions for this screen:
•
Click on the [Edit Ownership Form] button to return to the Assemble Ownership
Submission data entry form.
•
Click on the [Upload/Delete Attachment(s)] button to return to the Upload/Delete
Attachment(s) screen.
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Figure 3-19: Transmit Submission Cancelled
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4.
REDUCED-CONTENT XML SUBMISSIONS
4.1 Preparing Reduced-Content XML Submissions
Preparing a submission without using the OnlineForms website requires a working knowledge of
XML. The OnlineForms website automatically assembles all your information into an EDGARcompatible XML ownership submission. XML forms are accepted by EDGAR, processed, and
indexed into our databases. If you want to prepare your submission without using the
OnlineForms website, you must use our Reduced-Content XML Filing Specification document.
You can find additional information about this document and download it from our
website: http://www.sec.gov/info/edgar.shtml. Reduced-Content XML Ownership submissions
must be transmitted to EDGAR via the Transmit Reduced-Content XML Submissions link on the
OnlineForms website.
Note: Reduced-Content XML Submissions are only accepted through the OnlineForms website.
4.1.1
Test and Live Submissions
You cannot create test submissions online using the OnlineForms website. However, if you
choose to prepare your own XML submission using the Reduced-Content XML Filing
Specification, we allow you to transmit the submission as a test submission to verify that your
XML is correct. EDGAR treats all submissions transmitted this way as "test" and they will not
be disseminated.
4.2 Transmitting Reduced-Content XML Submissions
Prior to transmitting, prepare your Reduced-Content XML Ownership Submission file. You can
then transmit your ownership Reduced-Content XML Submission using the OnlineForms
website, (https://www.onlineforms.edgarfiling.sec.gov) by:
1. Logging into the OnlineForms website.
2. Click on Transmit Reduced-Content XML Submission in the menu bar.
3. The Transmit Reduced-Content XML Submission page appears and asks you to
specify whether to transmit the Reduced-Content XML submission as a TEST
submission or as a LIVE submission.
Note:
April 2003
If you are not ready to make a LIVE submission, choose "test" submission.
If you make a "LIVE" submission, we will automatically disseminate the
public portions of your submission(s). Please use caution when
transmitting LIVE submissions to EDGAR.
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Figure 4-1: Transmit Reduced-Content XML Submission Page
4.2.1
Transmit Reduced-Content XML as a Test Submission
Once you have logged into OnlineForms website and accessed the Transmit Reduced-Content
XML Submission page, you can transmit your Reduced-Content XML Submission as a test
submission:
1. Click on Transmit as a Test Submission.
2. The Transmit Test Submission page appears.
Figure 4-2: Transmit Test Submission Page
3. Click on the [Browse...] button. The Choose File window appears.
4. Open the location of your submission in the Look In: field.
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Figure 4-3: Transmit Test Submission File Upload Window
Note: If your XML submission does not appear immediately, change the Files of Type to All
Files (*.*).
5. Click on your XML submission.
6. Click on the [Open] button.
The Submission File Name field fills with the location and name of your submission. When you
are ready to transmit a TEST filing:
7. Click on the [Transmit TEST Submission] button.
Once you click this button, EDGAR will process your submission.
4.2.2
Transmit Reduced-Content XML as a Live Submission
Once you have logged into OnlineForms website and accessed the Transmit Reduced-Content
XML Submission page, you can transmit your Reduced-Content XML Submission as a live
submission by:
1. Click on Transmit as a Live Submission.
2. The Transmit Live Submission page appears.
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Figure 4-4: Transmit Live Submission Page
3. Click on the [Browse...] button. The Choose File window appears.
4. Open the location of your submission in the Look In: field.
Figure 4-5: Transmit Live Submission File Upload Window
Note: If your XML submission does not appear immediately, change the Files of Type to All
Files (*.*).
5. Click on your XML submission.
6. Click on the [Open] button.
The Submission File Name field fills with the location and name of your submission. When you
are ready to transmit a LIVE filing:
7. Click on the [Transmit LIVE Submission] button.
Once you click this button, EDGAR will process your submission.
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4.2.3
Transmission Status
OnlineForms has a transmitting indicator that appears in the bottom pane of your browser
window. While your submission is being transmitted to EDGAR, the words "Transmitting Files"
scrolls from right to left. The scrolling text stops and the Transmit Submission Results page
appears when the transmission is complete.
An accession number appears on the Transmit Submission Results page.
Note: This does not mean your submission has been accepted. It means your submission has
been transmitted. You can find the status of your submission one of two ways:
•
Through E-Mail
•
By performing a Submission query on the OnlineForms website. For more details
please refer to Section 5.2, Submission Information.
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5. ADDITIONAL ONLINE FEATURES
The previous chapters discussed preparing, compiling, and transmitting submissions. The
OnlineForms website provides the following additional features.
5.1 Accessing Submission and Company Information
You can access submission and company information using the OnlineForms website,
(https://www.onlineforms.edgarfiling.sec.gov):
1. Log into the OnlineForms website.
2. Click on the [Retrieve/Edit Data] button.
3. 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.
Figure 5-1: Retrieve/Edit Data Page
This page verifies that you have access to retrieve or edit information on the EDGAR system.
The Retrieve/Edit Company and Submission Data page appears below. You can access the
following functions from this page:
•
Retrieve Submission Information
•
Retrieve Company Information
•
Retrieve Return Copies
•
Change Login Password or CCC
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Figure 5-2: Retrieve/Edit Company and Submission Data Page
5.2 Submission Information
Retrieve Submission Information allows you to verify and retrieve information about any
submission in EDGAR that is associated with the login CIK you entered. Information will only
be returned for submissions where the CIK (identified in the upper left corner of the
Retrieve/Edit Company and Submission Data page) is either the Filer CIK or Login CIK of the
related submission.
Access to submission status information depends upon some time variables. In general, test
filing information will only be available for two business days. Suspended filing information
will be available for six business days. Accepted live filing information will be available for
thirty business days.
5.2.1
Retrieving Submission Notification
Once you have logged into EDGAR and accessed the Company and Submission Information
Retrieval page, you can access submission notifications for your CIK:
1. Click on Retrieve Submission Information.
2. The Retrieve Submission Information page appears.
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Figure 5-3: Retrieve Submission Information Page
3. Enter query parameters for any or all of these three fields:
•
Enter the accession number of the filing you are looking for in the
Accession Number field. This query screen does not accept wild card
characters. To retrieve all submissions, leave the Accession Number field
blank.
•
Choose the type of submission you are looking for: Test, Live, or Both
from the Submission Type field.
•
Choose the date range of when the submission was transmitted: Today,
Within 5, 10, or 30 Days from the Receipt Date Range field.
4. Click on the [Get Information] button.
EDGAR retrieves a list of submissions associated with your CIK using the criteria you entered
above.
Note: If the information you enter does not retrieve any submissions, you can click on the
[Back] button and enter different information.
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Figure 5-4: Submission Information Page
When the Submission Information page appears, a list of filings displays. Click on the accession
number hyperlink to retrieve the Submission Notification page for that filing. This page displays
the E-Mail notification that the E-Mail recipients received. You can print this page for future
reference using your browser’s printing function.
Figure 5-5: Submission Notification Page
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5.3 Company Information
Another feature in EDGAR is the ability to retrieve and update your company information from
the OnlineForms 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.
Figure 5-6: Company Information Page
Scroll down this page to review the company information EDGAR has stored. If any of this
information is incorrect, you can change it by using the [Edit Company Information] button at the
bottom.
Note: You cannot change your CIK.
You can also print this page for future reference using your browser’s print function.
For general company queries (including wildcard searches), please search the EDGAR Company
database (http://www.edgarcompany.sec.gov).
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5.3.1
Edit Company Information
Once you have logged into EDGAR and accessed the Company and Submission Information
Retrieval page, you can edit your company information:
1. Click on the Retrieve Company Information. The Company Information page
appears.
2. Scroll to the bottom and click on the [Edit Company Information] button. The Edit
Company Information page appears.
Figure 5-7: Edit Company Information Page
3. Click in the field you want to edit and change the information.
4. When finished, click on the [Submit Changes] button.
5. Your changes appear on the Company Information Edit Confirmation page.
6. Confirm the changes by clicking on the [Confirm Company Changes] button at the
bottom of the page.
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Figure 5-8: Company Information Edit Confirmation Page
•
If you want to cancel the changes, click on the [Cancel Changes] button or click on
the browser's [Back] button.
The Edit Company Information Results page appears and confirms your changes. 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. 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.
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 page.
Figure 5-9: Edit Company Information Results Page
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5.4 Return Copy Support
When you complete an online submission you can choose to request a Return Copy of that
submission. EDGAR will post a copy of your accepted submission on the OnlineForms website.
If you transmit a Test submission to EDGAR, only the Login-CIK can access both Accepted or
Suspended submission requested Return Copies.
If you transmit a Live submission to EDGAR, each reporting owner can access the accepted
requested Return Copy. Suspended Live submission requested Return Copies are not available
to anyone.
5.4.1
Retrieving a Return Copy
Once you have logged into EDGAR and accessed the Company and Submission Information
Retrieval page, you can retrieve Return Copies for your CIK:
1. Click on Retrieve Return Copies. The Return Copy Information page appears
with a list of submissions associated with your CIK.
Figure 5-10: Return Copy Information Page
2. To view a requested Return Copy, click on the [Yes] button at the bottom of the
page.
3. The Return Copy Download page displays the list of accession numbers. Select
an accession number and click the [Download Return Copy] button.
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Figure 5-11: Return Copy Download Page
The Requested Return Copy Download Confirmation page confirms the submission you want to
download and advises you of the approximate amount of time it takes to download the
information.
Figure 5-12: Return Copy Download Confirmation Page
4. Click on the Accession Number to continue.
5. The Return Copy page appears and displays a requested Return Copy of your
submission.
Note: Requested Return Copies are stored on the OnlineForms website for seven business days.
Use your browser’s print feature to print the Return Copy for future reference. You can also use
your browser’s save feature to save the Return Copy as a HTML or text file.
5.4.1.1 Changing Your CCC (CIK Confirmation Code)
You can change your CCC at anytime.
Once you have logged into EDGAR and accessed the Company and Submission Information
Retrieval page, you can change your CCC:
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1. Click on Change Login Password or CCC.
2. Click on Change CCC (CIK Confirmation Code).
Figure 5-13: Change Company Password or CCC Page
3. Enter your CIK, Password, new CCC, and Confirm New CCC.
4. Click on the [Change CCC] button.
Figure 5-14: Change CCC (CIK Confirmation Code) Page
Note: Your CCC must contain eight characters with at least one letter, one number, and one
special character.
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The Change CCC Results page appears, confirming your CCC change. This change is
effected immediately on the OnlineForms website. If you exit the site and try to login
again, you must use the new CCC.
Figure 5-15: Change CCC Results Page
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.
5.4.1.2 Changing Your Password
Once you have logged into EDGAR and accessed the Company and Submission Information
Retrieval page, you can change your password:
1. Click on Change Login Password or CCC.
2. Click on Change Password.
Figure 5-16: Change Company Password
Note: Your password must contain eight characters with at least one letter, one number, and one
special character.
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3. 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).
4. Click on the [Change Password] button.
Figure 5-17: Change Password Results Page
A new CCC or password may also be obtained by submitting an amended Form ID. New codes
will be generated and sent to you. However, the only way to set CCC and password to values of
your choosing is through the above processes.
Note: All CCCs and passwords are case-sensitive and must be entered correctly.
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 Retrieve/Edit Company and Submission Data page, click on Enter Another
CIK/CCC. The Retrieve/Edit Data login page appears.
2. Enter your CIK, CCC, and click on the [Continue] button.
You can then access or edit all information associated with that CIK.
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6. PREPARING SUPPLEMENTAL EDGAR DOCUMENTS
6.1 Introduction
This chapter includes the specifics of preparing a supplemental attached document, such as a
power of attorney attachment or a cover letter. This chapter is divided into the following
sections:
Section:
Page Number:
Section A -- Creating Documents
6-1
Section B -- Tags Used Within Documents
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Section C -- Special Handling for Certain Documents
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Section D -- Signatures for Electronic Filings
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SECTION A -- Creating Documents
Your successful creation of electronic submissions requires that:
•
Both the sending and receiving computers must "speak" the same language.
For EDGAR to read what it receives, you must prepare your documents in American Standard
Code for Information Interchange (ASCII) or HTML, version 3.2. In this section, you will find a
discussion of ASCII and a listing of the characters recognized by EDGAR.
6.2 Terminology
You need to be aware that certain terms have special meaning when used in electronic filing
procedures. Common filing terms are defined in Table 6-1.
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Table 6-1: Terms Used During Electronic Filing
Term
Accession Number
ASCII
ASCII/SGML
Document
Electronic Filer
Electronic Filing
Electronic
Submission
Form Type
Grouped Tags
Meaning
A unique number generated by EDGAR for each electronic submission.
EDGAR reports accession numbers in acceptance/suspense messages to
you. The accession number consists of three elements: the filer's login
CIK (10 digits), the year (2 digits), and a sequence number (six digits, leftpadded by zeroes, to a maximum of 999,998) For example: 000035000199-000256. Accession numbers are automatically displayed when you
send a submission to EDGAR electronically, whether or not EDGAR
ultimately accepts the submission.
This abbreviation stands for the American Standard Code for Information
Interchange. It is a binary code used by the computer to represent
characters.
This is our term for SGML documents in ASCII format, which differ from
the new HTML document format that EDGAR also supports.
A discrete unit of text or graphic. One or more documents (one primary
document with optional supporting documents) comprise an electronic
submission. Examples of documents include a Form 3, a cover letter, or
an exhibit. Exhibits (only) are included in EDGAR documents beginning
with the value "EX". See Appendix C.
A person or entity that submits filings electronically pursuant to
Regulation S-T.
A document or group of associated documents filed by an electronic filer
under the federal securities laws that is transmitted or submitted to the
Commission in electronic format.
A form type header and all associated documents representing one or more
filings that are transmitted to the Commission in electronic format. An
electronic submission may also contain correspondence material.
A distinct type of document that is required to be filed pursuant to the
federal securities laws, e.g., Form 3 or 4. Ownership form types may have
several variants (e.g., an initial ownership filing and an amendment). For
EDGAR, each variant is recognized by a specific name, referred to as a
submission type. The ownership form types and their applicable
submission types are identified in Appendix A.
Tags (fields) that must appear together. The tags that must follow the lead
tags are shown with the same number plus an alpha designation (e.g., 4,
4a, etc.). When you use grouped tags, all of the possible grouped tags may
not apply to your filing. You should only use applicable tags. See Tag in
this list of terms.
Note: The OnlineForms website automatically groups and places the
XML tags in the submission together when you assemble your
submission.
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Header
Term
Meaning
The basic information required to supplement each electronic submission
and document submitted through EDGAR. Submission headers provide
identifying information about the filing (e.g., the submission type of the
principal document, the identity of the electronic filer, and any fee data).
Document headers identify each document in an electronic submission.
Note: In the OnlineForms website, XML tags are automatically placed in
the submission by the online data entry and assembly forms
provided.
HTML
Issuer
Registrant
Reporting Owner
SGML
Submission
Medium
Submission Type
Tag
April 2003
This abbreviation stands for the HyperText Mark-up Language. It is a
mark-up language used to create documents that are portable from one
platform type to another. HTML documents are ASCII documents with
generic tags that are appropriate for representing information from a wide
range of applications. EDGAR accepts a subset of the tags from the
HTML 3.2 standard, as recommended by the World Wide Web
Consortium (W3C). See Chapter 7 for more information.
A company, partnership, investment trust, mutual fund, or similar entity
that has filed a Securities Act registration statement and has issued
ownership securities to reporting owner entities.
A company, partnership, investment trust, mutual fund, or similar entity
that files a Securities Act registration statement, or that has a continuing
reporting obligation under the Securities Exchange Act, Investment
Company Act, or Public Utility Holding Company Act.
An individual or group that files a Securities Act ownership statement, or
who has a continuing ownership reporting obligation under the Securities
Exchange Act, Investment Company Act, or Public Utility Holding
Company Act.
This abbreviation stands for the Standard Generalized Mark-up Language.
It is an accepted standard, set forth by International Standard ISO 8879
that allows entities to define tagging constructs that convey and capture
specific information.
Submission Medium: One of the two methods that you may use to submit
ownership filings to EDGAR: Internet, or Online. Direct dial transmission
(PPP), and Leased Line are not acceptable submission media for
ownership submissions.
The specific name by which EDGAR recognizes the variants of filings
with the SEC (e.g., for Form Type 3, the initial statement of beneficial
ownership of securities, EDGAR recognizes the submission type 3/A.)
The OnlineForms website automatically creates XML header tags as you
fill in the online web forms provided. Some tags will still be used within
documents. A tag is an identifier that labels specific information to
EDGAR. You must place an angle bracket (< >) on either side of a term
to designate it as a “begin” tag. An “end” tag also has angle brackets but
is distinguished by use of the "/" (virgule/slash) immediately following the
opening angle bracket (</). For example, the beginning and end of a table
are signified by <TABLE> and </TABLE>, respectively. See Section 6.7
for a listing of ASCII/SGML tags.
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Term
Transmission
Meaning
A set of one or more submissions sent electronically to EDGAR during an
on-line session.
Information supplied by you and inserted in a field or after a tag (i.e., for
the tag <NAME>, insert the name of a module included in the
submission).
This abbreviation stands for Extensible Form Description Language. A
way of structuring forms so that they may be used on an Web-based
medium.
This abbreviation stands for Extensible Markup Language. A universal
format for structured documents and data on the Web. It is derived from
and appears like HTML or SGML tags; however, XML is not restricted to
a specific list of tags.
Value
XFDL
XML
6.3 ASCII
This section discusses the character types allowed and not allowed inside your submission
documents.
6.3.1
Character Code Requirements Differ by Submission Medium
All documents attached to online submissions must be in ASCII.
6.3.2
EDGAR Recognizes a Limited Set of Keyboard Characters
EDGAR recognizes a subset of standard ASCII characters. You should use only the list of
characters listed in Table 6-2 in your filing. If you use characters or commands outside of this set
in your EDGAR submission, EDGAR may suspend the filing.
Table 6-2: Characters Allowable within a Filing
Character
0-9
A-Z
a-z
`
~
!
@
#
$
%
&
*
(
)
.
Filer Manual Volume III
Description
numeric characters
upper case alphabet
lower case alphabet
grave accent
Tilde
exclamation point
at sign
number (pound) sign
dollar sign
percent sign
Ampersand
asterisk (star)
left parenthesis
right parenthesis
Period
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Character
+
[space bar]
{
}
[
]
|
\
:
;
“
‘
<
>
,
_
?
/
=
Description
Hyphen
plus sign
space bar key
left brace
right brace
left bracket
right bracket
vertical line
back slash (reverse virgule)
Colon
semi-colon
quotation mark
Note: Not a valid character in a header tag value. It
is valid within the text of a document.
single quote/apostrophe
less-than (left angle bracket)
greater-than (right angle bracket)
Comma
underline (may be used on a separate line or between
characters, but not to underline a character)
question mark
slash (virgule)
equal sign
EDGAR also recognizes the following control characters:
6.3.3
•
Horizontal tab (will not cause the filing to be suspended; however, EDGAR will
not display the effect in the filing)
•
Line feed
•
Carriage return
•
Form feed (page break)
Why the EDGAR System Recognizes Only Standard Character Sets
We selected the standard computing character set to facilitate the use of a wide variety of
equipment and software.
6.3.4
How the Requirement for ASCII Affects Word Processing
Note: The following section applies only to ASCII/SGML, but not to HTML documents. For
information on HTML documents; see Chapter 7.
You can use many popular word processing and spreadsheet applications to save a document as
an ASCII text file. The process for saving to ASCII varies from one software package to another,
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and it may be called "MS-DOS text with line breaks," "save as text only file," "MS-DOS text
with layout," or "save as ASCII DOS text".
Word processing software includes various control codes that are used to indicate document style
and format (e.g., bold face, underlining, italics, special characters or symbols, automatic
pagination, headers/footers, and print fonts). Because these codes are not part of the standard
ASCII character set, and EDGAR does not recognize them, you must remove them from all files
that you submit to EDGAR. If you save a document prepared with word processing software as
an ASCII text file, most word processing control codes will be removed.
You should remember the following about ASCII conversions:
6.3.5
•
Advanced word processing features such as footnoting often do not properly
convert to ASCII. There are some exceptions when special procedures are used;
consult your word processing manual. You may have to manually construct
footnotes and other document elements the way you would if you were using a
typewriter.
•
You should turn Auto-hyphenation off when preparing EDGAR documents.
•
If you are submitting Reduced-Content XML Submissions, we encourage you to
verify that your word processing software package creates accurate ASCII
document output by submitting a test filing.
•
You may have problems if you convert tabular or columnar material to ASCII. If
you use tabs with proportional type fonts, their positions may not be kept in the
same position when you convert to ASCII. Even when you use non-proportional
fonts in the word processing, the number of spaces inserted in ASCII to replace
tabs may not be consistent with the original text. We encourage you to check the
ASCII version of your tabular material before transmitting to us and put in manual
spaces (using your space key) as placeholders instead of tabs or columns.
About HTML
Chapter 7 contains detailed information about creating and submitting HTML documents.
6.3.6
Common Symbols that EDGAR Does Not Recognize
There are a few common symbols frequently available in word processing software that EDGAR
does not recognize. The most common of these symbols are listed below in Table 6-3. Where
appropriate, please spell out the name of these symbols.
The following unrecognizable symbols also apply to HTML 3.2 formatted submissions; however,
within HTML you can represent these symbol characters using a W3C-approved “extended
reference set” of characters. See Chapter 7 for more detailed information.
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Table 6-3: Unrecognized Symbols in EDGAR
¢
£
¥
•
†
‡
¶
§
©
®
™
6.3.7
Character
Description
cent
pound sterling
yen
bullet
dagger
double dagger trademark
paragraph
section
copyright
registered
trademark
System Inserts "^" For Unrecognized Characters
When EDGAR encounters characters that it does not recognize, it inserts a circumflex (^) and
usually suspends the submission. In some cases, EDGAR can accept the filing with a limited
number of unrecognized characters.
6.4 Description of ASCII/SGML Tags
Some tags are used within documents. ASCII/SGML tags identify data that follow formatting
instructions, or signal EDGAR regarding a particular aspect of the filing. For all non-primary
supplemental documents within ownership submission, you continue to include document
specific tags, such as the <TABLE> tags or graphic file references in HTML documents. In
Section B of this chapter, we include a list of document specific tags that are still valid in
EDGAR.
6.5 Tag Construction
You have to construct all tags within a non-primary submission document manually. Construct
tags within your submission documents by typing key words inside of right and left angle
brackets ("less than" and "greater than" symbols). You may type tags using either upper- or
lower-case letters within the angle brackets (i.e., <table> or <TABLE>).
Caution: You cannot use blank spaces within the left and right angle brackets in tags. Hyphens
must separate multiple words within a tag.
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6.6 How Tags are Used
Some ASCII/SGML document tags are followed immediately by information (a value) typed
outside of the left and right angle brackets (e.g., <F1> footnote text). Other tags stand alone
(e.g., <PAGE>). Some tags indicate start and stop conditions within a document (e.g., the
beginning of a table <TABLE>, and the ending of a table </TABLE>). When certain tags must
appear together as a group, they are referred to as “nested” tags. The lists in Section B of this
chapter show these nested tags, which are marked by their lead tag first. The lead tags are
numbered with a single number (e.g., 1, 5, 10, 25, etc.) and their nested tags are numbered the
same as their lead tag, plus a numerical designation (e.g., 5.1, 5.2, etc.).
6.6.1
Field Values are Filer-Supplied Information
In this manual, the term "value" refers to the information that you need to supply. When
EDGAR encounters a field, it determines if you have supplied the required information. In some
cases, no value is required; however, in most cases, values are required.
For EDGAR to process values, you must enter them in a specified format. For example, when
the Submission Contact Phone Number field is used, the value should contain at least ten digits
(e.g., 123-456-7890).
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SECTION B -- Tags Used Within Documents
6.7 Tags Used Within a Document
We identify tags you should use within the body of documents in the following two lists. For
your convenience, each tag is numbered consecutively.
There are two types of tags included in this section:
•
Internal text tags (for other than wide tables), Table 6-4
Note: Most of these tags can be used within HTML documents; exceptions are
noted.
•
Wide table tags (over 80 characters wide), Table 6-5
Note: These tags cannot be used within HTML documents.
For information on formatting tables wider than 80 characters, see Section 6.10.
Table 6-4: Internal Text Tags (For Other Than Wide Tables)
Tag
#
1
Tag
Example Of Value
To Be Inserted
<F1>
.
.
.
.
<F99>
No value required.
2
<R>
No value required.
3
</R>
No value required.
Definition (Limits of Field)
Creates a searchable marker for notes about text. May
be used in pairs (e.g., <F1> in the text and a
corresponding <F1> at the applicable foot or end note;
any number from 1 through 99 is acceptable).
Note: This tag cannot be used within an HTML
document.
Indicates the beginning of redlined (revised)
information.
Indicates end of redlined information. <R> and </R>
are used to "surround" revised information. To indicate
deleted information, use <R> </R> together.
Note: When you are required to redline information,
you should insert the tag <R> before and </R>
following a paragraph which contains changes. HTML
documents may be marked to show changed materials
within paragraphs. You need not redline changes to
financial statements and notes.
4
<PAGE>
April 2003
No value required.
Indicates where a new page should begin in a document,
if you wish to force a specific page break.
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Table 6-5: Wide Table Tags (Over 80 Characters Wide)
Note: The following information is not applicable to HTML documents.
Tag
#
Tag
Example of Value
to be Inserted
1
<TABLE>
No value required.
1.1
<CAPTION>
No value required.
1.2
<S>
No value required.
1.3
<C>
No value required.
1.4
<FN>
No value required.
1.5
</TABLE>
No value required.
Definition (Limits of Field)
Marks the beginning of information wider than 80
characters per line but not wider than 132 characters per
line. Two <S> or two <C> tags, or one of each, are
required with each use of the <TABLE> tag or EDGAR
will suspend the submission.
Marks the start of text that will serve as headings for
columns.
Marks the start of a stub (the left angle bracket is aligned
with start of the stub).
Marks the start of a column of data (the left angle
bracket is aligned with the farthest left character of the
column of data). Multiple columns require multiple
tags.
Denotes (and separates) the numerical data in a table
from its footnotes.
Marks the end of a table, and return to lines no wider
than 80 characters.
Caution: If lines of text exceed 80 characters in width in ASCII documents, you must use the
<TABLE>, <S>, <C>, and </TABLE> tags. We encourage you to also use the tags in
tables less than 80 characters wide. The <S> and <C> tags must appear on a separate
line between the column headings and the data. If you use the <FN> tag, it must
appear on a separate line between the last line of data and the footnote or table
description.
For more information on using tags for tables; see Section 6.10.
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SECTION C -- Special Handling for Certain Documents
6.8 Non-Public and Confidential Information
EDGAR is designed to separate non-public from public information and disseminate only the
public information. In some cases, the value for the Submission Type field provides sufficient
instruction for EDGAR to handle filings correctly (i.e., when the value CORRESP is entered into
the Submission Type field, EDGAR does not disseminate the information outside the SEC).
Similarly, when the Submission Type field is public information, the Type field in the Upload
Attachment screen determines whether or not the document is public, thereby assuring that
EDGAR treats cover letters submitted under Document Type COVER or correspondence
submitted under Document Type CORRESP as non-public. EDGAR does not disseminate nonpublic submission document information.
Notes: EDGAR disseminates graphic files associated with non-public documents (Graphics on a
COVER letter for a Form 3 filing), although it will not disseminate the document itself.
Non-public material is different from confidential material. You should continue to
submit all confidential material in paper form.
6.9 How To Create a Correspondence Document
To create a correspondence document, use a word processing application that supports ASCII or
HTML. Attach it to the submission using the Attached Documents List page. You may also
include a PDF copy in a correspondence document.
6.10
Formatting Tables Wider than 80 Characters
The following table format information does not apply to HTML documents. See Chapter 7 for
tables within HTML documents.
6.10.1 Guidelines for Presentation of Tables
Our specifications for formatting electronic filings require that lines of text in ASCII/SGML
documents not exceed 80 characters. The only exception to this limitation is information
submitted in a table or column format, which must comply with the following guidelines:
April 2003
•
You must include information wider than 80 characters between the tags
<TABLE> (begin table tag) and </TABLE> (end table tag);
•
You can use no more than 132 characters per line (row);
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•
You may introduce column headers by a line having the optional tag <CAPTION>
appearing on the otherwise blank line (row) preceding column headings (see the
examples in the next section);
•
The row preceding columnar information must consist of tags designating where
columns of information will begin (where tabs are set in word processing
programs or where columns begin in a spreadsheet program):
-- use the <S> tag to designate the leading (left) edge of the "stub" (sometimes
referred to as the legend or key), or columns of non-numeric information (see
examples in the next section);
-- use the <C> tag to designate the leading (left) edge of each column of information
(at least one column to the left of the < (left angle bracket) of the tag <C> must
be blank in all rows of the table up to the next presentation tag, e.g.,
<CAPTION>, <FN>, or </TABLE>);
-- you must use at least two <S> or <C> tags, or one of each, with each use of the
<TABLE> tag or EDGAR will suspend the submission
•
The row preceding any explanatory or footnote material should include the tag
<FN> (see Example I in the next section).
Refer to the following examples for guidance on using table tags in a variety of table styles.
6.10.2 Table Tags
The following list contains the tags that apply for inserting a table in your EDGAR filing,
module, or segment document:
List of tags used in the following example:
<TABLE>
Tag is placed before the wide text of the table.
<CAPTION>
Tag is placed following the wide text and preceding first line
of columnar captions.
<S>
Tag is placed at leading edge (left margin) of stub
information.
<C>
Tag placed at leading edge (left margin) of each column.
The column at the immediate left of the < must be free of any
characters between the < and the preceding column on all
rows.
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<FN>
Tag preceding the footnote tag <F#>.
<F1>, <F2>,
etc.
Tag preceding the footnote information.
</FN>
Tag following the last line of footnote information.
</TABLE>
Tag following the last line of wide information, including
footnotes where they apply.
6.10.3 Formatting Examples of Wide Tables
If you downloaded this manual from the SEC website, print the following examples at 132
characters per line, or print using condensed type. These examples, and the tags within them, do
not apply to HTML documents. See Chapter 7 for examples and information regarding HTML
documents and tags.
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Example I --Table Appearing within Textual Discussion (wide text included as part of
textual presentation):
<TABLE>
Selected Financial Data
<CAPTION>
<S>
Financial Condition:
Total Assets
Long-Term Debt
Six Months Ended
Fiscal Year Ended June 30,
December 31,
----------------------------------- ----------------1998
1999
1995
1996 1997
1996
1997
(in thousands, except per share data)
<C>
<C>
<C>
<C>
<C>
<C>
<C>
1,754
200
1,124<F1>
200
766
268
756
207
5,029
303
1,165
125
5,431
174
Results of Operations:
Net Sales
0
0
0
0
1,347
0
898
Income (Loss) from
1,053) (935)
(892)
(613) (339) (367) (244)
Continuing Operations
Income (Loss) Per
(.03) (.03)
(.02)
(.01) .00
.00
.00
Share from
Continuing Operations
Cash Dividends
0
0
0
0
0
0
0
Per Share
<FN>
<F1>
This footnote refers to a particular item that has been tagged in the table.
It must, however, follow the footnote tag as shown.
</FN>
</TABLE>
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Example II -- Table With Tabular Data-Series Market and Trading Information
<TABLE>
xyy's common stock and series A and B preferred stock are quoted on the
NASDAQ/NMS. The following tables show for the periods indicated the high and
low closing sales prices for such securities.
<CAPTION>
Common Stock
19xx
19xx
19xx
Quarter
High
Low
High
Low
High
Low
_____
______
______
______
______
______
<S>
<C>
<C>
<C>
<C>
<C>
<C>
First
22 1/2
6 3/4
22 1/4
23 1/2
26 1/8
23 5/8
Second
12 5/8
6 1/2
25 5/8
24 1/2
25 5/8
24 1/2
Third
11
2
25 1/4
24 1/8
25 5/8
24 5/8
Fourth
25
21 1/4
25 1/2
25 1/2
23 1/2
<CAPTION>
Series A Preferred Stock
19xx
19xx
19xx
Quarter
High
Low
High
Low
High
Low
______
______
_____
_____
_____
_____
<S>
<C>
<C>
<C>
<C>
<C>
<C>
First
33 1/2
17 3/4
7 1/4
33 1/2
26 1/8
23 5/8
Second
32 5/8
15 1/2
34 5/8
32 1/2
25 5/8
24 1/2
Third
22
12
31 1/4
34 1/2
25 1/2
23 1/2
Fourth
29
25
31 1/4
34 1/2
25 1/2
23 1/2
<CAPTION>
Series B Preferred Stock
19xx
19xx
19xx
Quarter
High
Low
High
Low
High
Low
______
______
______
_____
______
______
<S>
<C>
<C>
<C>
<C>
<C>
<C>
First
53 1/2
34 3/4
57 1/2
53 1/2
46 1/8
43 5/8
Second
52 5/8
35 1/2
54 5/8
52 1/2
45 5/8
44 1/2
Third
42
32
50 1/4
51 1/8
45 5/8
44 5/8
Fourth
49
45
51 1/4
54 1/2
45 1/2
43 1/2
</TABLE>
Note: The <CAPTION>, <S>, and <C> tags are repeated to indicate insertion of new captions.
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SECTION D -- Signatures for Electronic Filings
6.11
Statutory Signatures
The document level signature requirements described in this section have not changed from the
Legacy EDGAR document signature requirements.
In many cases, the securities laws require filed documents to be signed. You must type your
signature for an electronic filing to meet this requirement. See Rule 302 of Regulation S-T.
Rule 302 of Regulation S-T requires you to retain a manually signed signature page or other
document that authenticates, acknowledges, or otherwise adopts the signature that appears in
typed form within an electronic filing. You must retain this signature page for five years.
An example of a signature as it would appear in an electronic filing is:
HERBERT JONES
HERBERT JONES
OR
HERBERT JONES
HERBERT JONES
CHIEF FINANCIAL OFFICER
OR (For Investment Management Filers)
HERBERT JONES
6.12
Powers of Attorney and Consents of Experts
If you are submitting signatures for powers of attorney, consents of experts, or any other required
signature, you must submit them in the typed form specified in Section 6.11.
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7. INSTRUCTIONS FOR ATTACHING HTML DOCUMENTS TO ELECTRONIC
SUBMISSIONS
7.1 Overview
The following instructions tell how you can prepare EDGAR-acceptable electronic submissions
documents formatted in Hyper-Text Markup Language (HTML) versions 3.2 or 4.0. For
additional help with the preparation of electronic submissions, contact Filer Support at (202)
942-8900.
HTML is a markup language you can use to create documents that are portable from one
platform to another. It is a powerful data representation method that enhances the way you can
represent public information, and the way our analysts and other end-users digest information
throughout EDGAR.
The “tagging” language of HTML 3.2 and 4.0 was adopted and maintained by the World Wide
Web Consortium (W3C). Even though HTML 4.0 is accepted worldwide, HTML 3.2 is the only
“standardized” version of HTML. In general, HTML documents are SGML documents with
generic semantics that are appropriate for representing platform-independent information from a
wide range of applications. Please see the following W3C web page for a complete tag and
attribute specification and document type definition (DTD) for HTML 3.2:
(http://www.w3.org/TR/REC-html32)
EDGAR supports the attachment of HTML documents with locally-referenced JPEG and GIF
graphics via the <IMG SRC=> tag. HTML documents may also contain <A HREF=> references
to other local HTML and ASCII/SGML documents within the submission. In addition, <A
HREF=> tags may reference previously-filed submissions on the
“(http://www.sec.gov/Archives/edgar/data/)...” repository from within HTML documents
attached to the submission.
HTML 3.2/4.0 document format is another official option you may use to create your documents.
HTML documents, like their ASCII/SGML text counterparts, are attached to submissions and
submitted as part of a submission via the Internet.
You can use HTML editors (e.g., MS FrontPage, etc.) and/or versions of word processors (e.g.,
MS Word ‘97, Word Perfect 7.0, MS Excel ‘97, etc.) that support a “Save as HTML” option.
Note: These tools may not save your document in SEC-acceptable HTML 3.2/4.0 format.
EDGAR only accepts documents that you have formatted using a subset of the HTML 3.2
semantics (tags) and some HTML 4.0 attributes, as recommended and standardized by the W3C.
Due to the SEC’s limited support of HTML, EDGAR enforces the following restrictions relative
to all HTML documents that are included in an EDGAR submission:
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•
No Active Content (i.e., <APPLET>, <OBJECT>, <SCRIPT>, etc.)
•
No External References, except for <A HREF=> links to previously-filed
submissions on the http://www.sec.gov website. (i.e., <A
HREF=“http://www.sec.gov/Archives/edgar/data/***”)
Note: If your HTML document contains any active content, or unsupported
external references, your entire submission will be suspended.
•
Local references to other files within the submission via the <A HREF=".....">
tagging construct are allowed. All links within the submission must be resolved
locally for us to accept your submission
Exception: Links to private documents, i.e., cover or correspondence, are not
allowed.
No reference to Type 1 modules or segments
•
No nested <TABLE> tags
•
JPEG and GIF graphic files, and no other formats, may be attached to submissions
and referenced from within HTML documents via the <IMG SRC=“...”> tag. All
graphic links within the submission must be resolved
•
N-SAR, EX-27, and 13F documents are not accepted in HTML format [Not
Applicable to ownership filings]
•
HTML documents are identified by the *.htm filename extension, which will
follow any pre-<HTML> comment tags (i.e., <!DOCTYPE >). The <HTML> tag
is considered an optional tag within *.htm documents.
•
In order to properly link documents within a submission, all linked documents
must be named exactly as they are linked.
•
Note: You must provide a filename in the following format:
[Maximum 32 characters (including suffix); use “a-z“ characters (lower case,
only), 0-9 (but NOT for the first character), no spaces or special characters, at
most one ‘.’, ‘-’, or ‘_’ char, and the extension must be *.htm, *.txt, *.fil, *.gif,
*.jpg]
Warning: Except for CORRESP submissions, graphic files associated with nonpublic HTML documents (i.e., cover) will be disseminated even
though the non-public document will not.
•
You may also use the EDGARLink Error Check to verify your documents (see
Filer manual, Volume 1), but if an error is found you must use your HTML
authoring tool to edit your documents.
Note: Ownership forms (except for Form 144) do not use EDGARLink, but this
tool may be used to verify the format of any attached document.
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•
Always review your HTML document separately through a browser before you
attach them to your submission and transmit it to EDGAR.
EDGAR will NOT accept any TEST or LIVE submissions that have attached HTML documents
with unacceptable content, as described above. Each HTML document within an EDGAR
submission must be "resolvable", that is all links (if any) must be to other HTML, Graphics,
ASCII, or SGML within the same submission (with the single exception being <A HREF=>
references to the “(http://www.sec.gov/Archives/edgar/data/)..” website).
Graphics will be attached as documents (like PDF documents). All documents with acceptable
content will be disseminated with a <FILENAME> tag and value (up to 32 characters) in order to
identify the document properly for internal references (if any).
We recommend that you assemble your HTML and other documents in a single directory and test
view them in a browser before you attach them to your submission. All HTML documents
should be compatible with an Microsoft Internet Explorer (MSIE) 3.0+ or Netscape 3.0+
browser. As part of our receipt and acceptance process, we will be extracting all of your attached
documents and graphics to a single directory and check all references for inconsistencies and
errors. We estimate that submissions with HTML document and graphic content will increase
the average submission size by about 70-150 percent, depending on your use of HTML 3.2/4.0
formatting techniques.
EDGARLink (Volume 1) and the OnlineForms website (Volume 3) attach HTML documents
and graphics to a submission in the same manner as they attach an ASCII/SGML document. See
Chapters 4 and 5 (in their respective volumes) for instructions on how to assemble submissions
using EDGARLink and the OnlineForms website.
7.2 Acceptable HTML Document Tags
Due to the EDGAR restrictions described previously, EDGAR will only accept a subset of the
HTML 3.2/4.0 tagging standard. The following table lists the set of acceptable HTML document
header tags available to you.
Note: All HTML attributes are supported for each HTML tag listed, unless otherwise specified.
Document Tags
<HTML>
<!--> or <! DOCTYPE>
Definition
Identifies text as an HTML document
Comment -- does not appear in the browser, only in the
HTML source code
<!DOCTYPE> tag is used to identify which HTML
standard is used by the HTML text.
Note: These tags may appear in-between the <TEXT>
and <HTML> tags.
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Document Tags
<BODY>
Definition
Signifies the body of the HTML document
Note: The BACKGROUND attribute is not supported
for this tag.
<HEAD>
<ISINDEX>
<META>
Signifies header information for an HTML document
Signifies that the document is an index for a search
engine
Extended information to be included in the document
header
Note: The HTTP-EQUIV attribute is not supported for
this tag.
<TITLE>
Title of document displayed at the top of the browser
7.3 Acceptable HTML Tags within a Document Body
Due to the EDGAR restrictions described previously, EDGAR will only accept a subset of the
HTML 3.2/4.0 tagging standard. The following table lists the set of acceptable HTML document
“body” tags (tags that change the appearance of the text when displayed by a browser) that are
available to you.
Note: All HTML attributes are supported for each HTML tag listed, unless otherwise specified.
Document Body Tags
&#...
Filer Manual Volume III
Definition
Escape Sequences – Used to display characters normally
reserved (such as “<”) as plain text in the HTML
document
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April 2003
Document Body Tags
<A>
Anchor/Hyperlink
Definition
[Note: For the attribute HREF, the following references
are supported:
<ADDRESS>
<B>
<BIG>
<BLOCKQUOTE>
<BR>
<CAPTION>
<CENTER>
<CITE>
<CODE>
<DD>
<DFN>
<DIR>
<DIV>
<DL>
<DT>
<EM>
<FONT>
<H1>
<H2>
<H3>
<H4>
<H5>
<H6>
<HR>
April 2003
•
References to other PUBLIC HTML,
ASCII/SGML or PDF documents within
the submission (i.e., <A HREF="ex99.htm">)
•
References to submissions stored at
http://www.sec.gov/.... locations (i.e., <A
HREF="http://www.sec.gov/Archives/edg
ar/data/...">)
•
Bookmark (internal) references will be
supported]
•
(i.e., <A NAME=“linkanchor”> and <A
HREF=#linkanchor>)]
All other uses of the HREF attribute are not supported
and illegal, including non-local references, the use of the
“TARGET” attribute, and the “mailto:” and “ftp:”
designations.
Address – usually italicized
Bold
Big Text -- increases font size
Block Quote -- usually indented
Line Break
Caption -- can only be used with tables
Centers elements between tags
Citation
Code
Definition
Definition – same as using <I>
Directory List
Division -- helps separate a document into parts
Definition List -- used with <DT> and <DD>
Definition Term
Emphasized -- similar to using Bold
Allows alteration of font contained within tags
Heading 1 -- largest heading size
Heading 2
Heading 3
Heading 4
Heading 5
Heading 6 -- smallest heading size
Horizontal Rule -- displays a thin line across the page for
separation of text
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Document Body Tags
<I>
<IMG SRC=>
<KBD>
<LI>
<LISTING>
<MENU>
<OL>
<P>
<PLAINTEXT>
<PRE>
<SAMP>
<SMALL>
<STRIKE>
<STRONG>
<SUB>
<SUP>
<TABLE>
Definition
Italics
Image reference
[Note: Only local JPEG and GIF graphic files may be
referenced (i.e., <IMG SRC="graph10q.gif"> or
<IMG SRC="graph10q.jpg">)]
The attributes DYNSRC, LOOP, LOOPDELAY,
START, and CONTROLS are not supported for this tag.
Keyboard – pre-formatted text
List Item -- used by <DIR>, <MENU>, <OL>, and
<UL>
Listing -- same as using <PRE>
Menu List
Ordered List -- includes numbers
Paragraph
Plain Text
Pre-formatted Text
Sample -- uses a fixed-width font and is same as using
<PRE>
Small Text -- decreases font size
Strikethrough
Strong -- similar to using Bold
Subscript
Superscript
Table
Note: EDGAR will not accept or disseminate HTML documents
with nested <TABLE> tags.
<TD>
<TH>
<TR>
<TT>
<U>
<UL>
<VAR>
<XMP>
Table Data or Cell
Table Header -- displayed in bold
Table Row
Note: The WIDTH attribute supports percentage (%)
values as well as pixel values.
Teletype -- uses a fixed-width font and is same as using
<PRE>
Underlined
Un-ordered List -- bullets only
Variable -- uses a fixed-width font and is same as using
<PRE>
Example -- same as using <PRE>
Please see Appendix B for a listing of various errors and warnings associated with the processing
of HTML documents within EDGAR.
Note: The <CAPTION> and <TABLE> tags are currently used within ASCII/SGML EDGAR
documents and also used in HTML documents but they are “visually” interpreted
differently.
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7.4 HTML Tags that are NOT Supported by EDGAR
EDGAR will suspend and not disseminate submissions with the following HTML tags:
<ACRONYM>
<BASE>
<BUTTON>
<DEL>
<FRAME>
<INPUT>
<LEGEND>
<NOFRAMES>
<OPTION>
<S>
<SPAN>
<TEXTAREA>
<APPLET>
<BASEFONT>
<COL>
<FIELDSET>
<FRAMESET>
<INS>
<MAP>
<NOSCRIPT>
<PARAM>
<SCRIPT>
<STYLE>
<TFOOT>
<AREA>
<BDO>
<COLGROUP>
<FORM>
<IFRAME>
<LABEL>
<META HTTP_EQUIV…>
<OBJECT>
<Q>
<SELECT>
<TBODY>
<THEAD>
*All other tags not represented in Section 7.3.
7.5 Acceptable Attributes for EDGAR HTML Tags
Due to the EDGAR restrictions described previously, only a subset of the HTML 3.2/4.0 tag
attributes are accepted by EDGAR. The following table lists the set of acceptable HTML tag
attributes that you can use.
Note: Many of the following attributes are only supported passively, since their primary function
may be to support actions that are restricted by EDGAR. Refer to any HTML 3.2
reference book for actual values available for these attributes.
align
Attribute
alink
bgcolor
border
cellpadding
cellspacing
class
clear
color
April 2003
Description
Align text
Highlight color when
hypertext links are used
Background color of the
document body
Thickness of the table
border
Sets the spacing between
the border and the content
of the table cells
Sets the spacing between
the cells in a table
Space-separated list of
classes
Moves down past floating
images on either margin
Sets the color of the text
7-7
Parent Tag(s)
<H1>-<H6>, <HR>, <P>,
<CAPTION>, <DIV>,
<TABLE>, <TD>, <TH>,
<TR>
<BODY>
<BODY>, <TABLE>
<TABLE>
<TABLE>
<TABLE>
MANY
<BR>
<FONT>
Filer Manual Volume III
colspan
Attribute
compact
content
dir
height
href
id
lang
link
name
noshade
nowrap
prompt
rel
rev
rowspan
size
src
start
style
text
title
type
valign
vlink
width
1
Description
Causes the cell to span a
number of columns
Render lists in a more
compact style
Associated information
Direction of text
The height of a cell in
pixels or percentage of
screen height
Link to another document
Document-wide unique id
Language specification
Color used to stroke the text
for unvisited hypertext
links.
Meta-information name or
link name
Display as a solid rule
Prevents word-wrapping
within a cell
Specifies a prompt string
for an input field
Forward link types
Reverse link types
Causes the cell to span a
number of rows
Amount of space assigned
for an input field
Graphic reference
Starting sequence number
Associated Style info
Color used to stroke the
document’s text
Advisory title string
Style of bullet
Sets the vertical alignment
of the content within a cell
Color used to stroke the text
for visited hypertext links.
Width of a column in pixels
or percentage of screen
width
Parent Tag(s)
<TD>, <TH>
<DIR>, <DL>, <MENU>,
<OL>, <UL>
<META>
MANY 1
<TD>, <TH>
<A>
MANY
MANY
<BODY>
<META> or <A>
<HR>
<TD>, <TH>
<ISINDEX>
<LINK>, <A>
<LINK>, <A>
<TD>, <TH>
<HR>, <FONT>
<IMG>
<OL>
MANY
<BODY>
<LINK>
<LI>, <OL>, <UL>
<TD>, <TH>, <TR>
<BODY>
<HR>, <TABLE>, <TD>,
<TH>
Many HTML tags use this attribute
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7.6 Extended Character Sets Within HTML Documents
Within HTML documents, extended-ASCII characters (i.e., the British Pound Sterling symbol,
£,and the Japanese Yen symbol, ¥) can be represented by their ISO-8859-1 (Latin 1) decimal
character reference specification. The Pound Sterling symbol (£) can be represented by the
following character string: £. The Yen symbol (¥) can be represented by the following
character string: ¥. Many W3C-certified web sites contain complete ISO-8859-1 extended
character reference listings, like the sample from http://www.htmlhelp.com/reference/charset
below.
Note: EDGAR will suspend a submission that contains an extended ASCII character. EDGAR
will only support extended character references.
A partial listing of Relevant ISO-8859-1 Extended Character References for SEC HTML
documents includes:
Description
Hex
small italic f, function of,
f florin
low horizontal ellipsis
dagger mark
double dagger mark
letter modifying
circumflex
per thousand (mille) sign
capital S caron or hacek
left single angle quote
mark (guillemet)
capital OE ligature
round filled bullet
trademark sign
small s caron or hacek
right single angle quote
mark (guillemet)
small oe ligature
capital Y dieresis or
umlaut
non-breaking space
inverted exclamation
mark
cent sign
pound sterling sign
general currency sign
yen sign
section sign
spacing dieresis or
umlaut
copyright sign
April 2003
Entity Name
Symbol
83
Character
Reference
(Dec)
ƒ
ƒ
ƒ
85
86
87
88
…
†
‡
ˆ
… &ldots;
†
‡
…
†
‡
¹
89
8A
8B
‰
Š
‹
‰
Š
‹
‰
Š
‹
8C
95
99
9A
9B
Œ
•
™
š
›
Œ
•
™
š
›
Œ
™
š
›
9C
9F
œ
Ÿ
œ
Ÿ
œ
Ÿ
A0
A1
 
¡
¡
¡
A2
A3
A4
A5
A7
A8
¢
£
¤
¥
§
¨
¢
£
¤
¥
§
¨ ¨
¢
£
¤
¥
§
¨
A9
©
©
©
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Description
Hex
Entity Name
Symbol
AA
AB
Character
Reference
(Dec)
ª
«
feminine ordinal indicator
left (double) angle quote
(guillemet)
registered trademark sign
spacing macron (long)
accent,
degree sign
plus-or-minus sign
superscript 2
superscript 3
spacing acute accent
micro sign
middle dot, centered dot
spacing cedilla
superscript 1
masculine ordinal
indicator
right (double) angle quote
(guillemet)
fraction ¼
fraction ½
fraction ¾
inverted question mark
ª
«
ª
«
AE
AF
®
¯
®
¯
®
¯
B0
B1
B2
B3
B4
B5
B7
B8
B9
BA
°
±
²
³
´
µ
·
¸
¹
º
°
±
²
³
´
µ
·
¸
¹
º
°
±
²
³
´
µ
·
¸
¹
º
BB
»
»
»
BC
BD
BE
BF
¼
½
¾
¿
¼
½ ½
¾
¿
¼
½
¾
¿
Your HTML editor may use the "Entity-Name" (i.e., ¥) of the character you wish to
reference rather than the standard character reference. Either technique may be used within an
HTML document that is attached to an SEC submission.
To represent ASCII/SGML tagging phrases within an HTML document, use the following
identifiers for the reserved characters "<" and ">": < for "<", and > for ">". This will
prevent the browser from misinterpreting the characters for display purposes.
Note: The <R> tag can be represented either directly as <R> or indirectly as <R>. For all
other uses of the reserved "< >" characters, you can also use their ISO-8859-1
representation.
Important: HTML documents may be marked to show changed materials within paragraphs;
however, only one set of redline tags (the begin and end redline) may be on a text
line. Press Enter or Return after each end redline tag. If you do not form your
redline tags correctly, the tags can appear in your disseminated filing.
7.7 Template for an Attached HTML Document
The following is an acceptable template for an attached HTML document.
Note: All documents are attached to page two of the submission template.
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<HTML>
<HEAD>
{Head tags and text }
</HEAD>
<BODY>
{HTML body tags and text............}
</BODY>
</HTML>
7.8 ASCII or SGML Functionality to be Preserved within HTML Documents
EDGAR allows you to use several ASCII or SGML tags within HTML documents, primarily to
preserve existing functionality. The following functions are preserved in HTML documents:
•
Paging
EDGAR allows the ASCII or SGML <PAGE> tag within HTML documents,
even though this tag is not supported by common browsers and HTML 3.2. You
may need to use this tag to differentiate pages to end-users.
•
Redlining
EDGAR allows you to use the ASCII or SGML <R> and </R> tags within HTML
documents, even though this tag is not supported by common browsers and
HTML 3.2. You may want to use this tag set to highlight sections of text for us.
Sections of your submission text that you mark with these redlining tags will be
highlighted for our staff in BOLD Magenta color in order to differentiate that
section of text from other non-redlined sections.
The <R> and </R> tags can also be represented as <R> and </R>,
respectively. Either format will signify a redline request to EDGAR . The redline
tags within the HTML document are not disseminated to the public. Each redline
tag character will be replaced by a blank character (‘ ‘) before the submission is
disseminated. The blanks will not be visible from the browser but will be visible
in the HTML source code.
Important: If you do not form your redline tags correctly, the tags can appear in your
disseminated filing.
Sample HTML document with Redline tags:
<HTML>
...
...
<p align="center"><strong>TESTFILE COMPANY </strong></p>
<p align="center"><strong>NOTES TO FINANCIAL STATEMENTS </strong></p>
<p align="center"><strong>September 30, 1999</strong></p>
<p> </p>
<R>
<p>Note 1. Summary of Significant Accounting Policies</p>
</R>
...
...
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</HTML>
Note: For non-ownership submissions only: You may wish to submit HTML documents, or
parts of HTML documents, before you file your submission or master segment. EDGAR
allows only Type 2 (full document) modules and segments in HTML format. You may
create them exactly as you would create ASCII/SGML modules and segments. See
Chapter 5 for more information on modules and segments. You would attach your Type
2 module or segment to your "Master" submission template by selecting the
Module/Segment Reference page.
7.9 ASCII or SGML Functionality Not Supported within HTML Documents
EDGAR will NOT support the following ASCII or SGML document tags within an HTML
document that is submitted to EDGAR as part of a Live or Test submission:
<S>
<C>
Since tables are interpreted differently in HTML, the <S> and <C> tags are NOT accepted.
Warning: The presence of an <S> or <C> tag in an HTML document will cause EDGAR to
suspend the submission.
EDGAR will also NOT support the following ASCII or SGML footnote tags within an HTML
document that is submitted to EDGAR as part of a Live or Test submission.
<FN>
<F1>
<F2>, etc.
Warning: The presence of a footnote tag in an HTML document will cause EDGAR to suspend
the submission.
You can simulate a footnote using the <SUP> and <SUB> tags with an internal <A href=#xxxx
> hyperlink. This technique allows browser users to easily reference any footnote information at
a click of a mouse button.
7.10
SEC Recommendations on Preparing Submissions with HTML Documents
The following are specific SEC recommendations concerning the creation of SEC-approved
HTML documents:
•
We strongly recommend that you prepare your HTML documents so that they
are easily understood and viewable on a 15” monitor with 800x600 resolution.
Since browsers can adjust HTML documents according to monitor size, we
strongly encourage you to adhere to this recommendation in order to avoid
unwanted variance in your HTML document presentation to the end-user. Please
use color combinations for background and text in your submission documents,
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which will enable us to successfully print them in black-and-white once we have
received them in-house. Also, EDGAR will not verify proper HTML tag
ordering. Improper tag nesting (except for the <TABLE> tag) and interleaving
will not cause EDGAR to suspend your submission.
•
Currently, there is no limit to the size of the HTML documents you may submit.
However, files containing HTML material can take considerable time to
electronically transmit. These files can also consume relatively large amounts of
storage space. Please consult your HTML editor manuals when you create your
HTML documents in order to efficiently present their content.
•
No “Active Content” that may compromise the integrity of submissions with us
may be present (or referenced from) within any HTML document submitted to us.
The use of the following web technologies are not allowed within EDGAR
documents: embedded Java applications, Java applets, JavaScript (ECMAScript),
VBScript, Perl scripts, PostScript, PDF application links, binary executable files,
Shockwave and ActiveX. Since this technology is evolving rapidly, no list can
include all excluded technologies. EDGAR will suspend all submissions
containing HTML documents with Active Content.
•
EDGAR support for HTML documents allows you to enhance the appearance of
your submissions through the use of locally-referenced graphical image files in
*.gif, and *.jpg formats only.
•
April 2003
Note: Only GIF and JPG graphic files are supported. EDGAR will suspend any
submission that contains a non-GIF/JPG <IMG> reference. This external
reference support is expected to significantly enhance and clarify the
presentation of information in EDGAR submissions. When adding
graphics we recommend the following actions to limit the size:
◊ Make image dimensions as small as possible
◊ Use thumbnail versions of images
◊ Save GIFs with natural color gradients as JPEGs
◊ Increase the amount of JPEG compression
◊ Use fewer bits per pixel to store the image
◊ Adjust image contrast
◊ Suppress dithering
EDGAR does not provide functionality to scan submissions for “extraneous”
information included manually, or by HTML authoring or other tools. Sometimes
an authoring tool can insert a tag sequence that can actually cause EDGAR to
suspend your submission. For instance, MS Word ‘97 may insert the <META
HTTP-EQUIV=“xxxxxxx”> tag into your document when you select the “Save as
HTML” option. You should review your submissions and remove any extraneous
content prior to submission. Information inserted in HTML files by various
HTML authoring tools may include, but is not limited to:
◊ The name and version of the tool
◊ The identification of the user of the authoring tool
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•
◊ The company to whom the tool is registered
◊ The dates of file creation and modification
◊ Change tracking markup and edited/deleted text, references, etc.
◊ Editorial comments
Since you may be using an authoring tool that includes unacceptable HTML
3.2/4.0 tags or attributes, you may also need to run your submission through an
HTML 3.2 validator. Be aware that you may need to edit the HTML source, if
necessary. We do not provide an HTML 3.2 validator, and we suggest that you
check the W3C Web page for the location and availability of these validators.
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APPENDIX A
A. Online Submission Types Accepted for Electronic Filing
This Appendix provides tables listing all online submission form types accepted by EDGAR.
A.1
How Tables are Organized
The tables are organized by the Act under which they are used. Each table has three headings:
Filing Type; Description; and Submission Type.
A.1.1 Filing Type
The Filing Type column lists the names of the forms, rules, or schedules as they appear in the
Code of Federal Regulations (CFR).
A.1.2 Description
The Description column explains the purpose of the form.
A.1.3 Submission Type
The Submission Type column lists the names of the submission types that correspond to the
filing type.
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APPENDIX A
Online Submission Types Accepted for Electronic Filing
Table of Contents
Table
Page
TABLE 1
Securities Exchange Act - Registration and Report Submission Types
Accepted by EDGAR
A-2
Table A-1. Securities Exchange Act - Online Submission Types Accepted by EDGAR
Filing
Type
Form 3
Description
Submission
Type
Initial statement of beneficial ownership of securities
Initial filing
Amendments
3
3/A
Form 4
Statement of changes in beneficial ownership of securities
Initial filing
Amendments
4
4/A
Form 5
Annual statement of changes in beneficial ownership of
securities
Initial filing
Amendments
5
5/A
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APPENDIX B
B. Messages Reported by EDGAR
B.1
Introduction
EDGAR generates and sends either acceptance or suspense messages to you after your
submission has been received. Either type of message may contain notices of discrepancies or
inconsistencies in the submission. Those notices are reported as warnings or errors. Errors cause
a submission to be suspended, but warnings do not.
After EDGAR generates a suspense message, you must correct and/or resubmit the submission
before we can accept it.
Notes:
(1)
In some cases, EDGAR may replace an unrecognizable character in your
submission with a circumflex (^).
(2)
Some discrepancies may generate either a warning or an error message depending
upon the tag or value involved.
(3)
If you use the submission or document validation option to check a filing before
submitting it to us, you will receive the same similar messages as those received
from EDGAR.
(4)
The term “tag” actually means “field”.
This Appendix contains the following:
April 2003
•
Examples of acceptance and suspense messages.
•
Examples of errors and warnings reported in acceptance and suspense messages,
and the accompanying messages that are generated.
•
An alphabetical listing of error/warning messages, with explanations and
suggested solutions.
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B.2
Example of Acceptance Message for Official Filings Returned via the Internet:
FROM:
EDGAR POSTMASTER [EDGARPOST1]
TO:
jsmith@xyz.com
DATE:
10-Jan-2003 10:48 EST
SUBJECT: ACCEPTED FORM TYPE 10-K
(1010101010-99-010051)
MSG ID:
97349-56392
THE FOLLOWING SUBMISSION HAS BEEN ACCEPTED BY THE U.S. SECURITIES AND EXCHANGE
COMMISSION:
COMPANY: HI TECH PHARMACAL CO INC
FORM TYPE:
4
NUMBER OF DOCUMENTS: 3
RECEIVED DATE: 10-Jan-2003 10:48 ACCEPTED DATE: 10-Jan-2003 10:48
FILING DATE:
10-Jan-2003 10:48
TEST FILING: NO
CONFIRMING COPY: NO
ACCESSION NUMBER:
FILE NUMBER(S):
1. 000-20424
1010101010-03-010051
THE PASSWORD FOR LOGIN CIK 1010101010 WILL EXPIRE 31-DEC-2003
PLEASE REFER TO THE ACCESSION NUMBER LISTED ABOVE FOR FUTURE INQUIRIES.
REPORTING-OWNER(S):
1. CIK:
0000887497
OWNER:
BLACK, JOE
FORM TYPE: 4
FILE NUMBER(S):
1. 000-20424
ISSUER:
2. CIK:
0001186838
COMPANY:
HI TECH PHARMACAL CO INC
------------------------------ NOTICE --------------------------------{Adhoc Notification message}
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B.3
Example of Suspense Message:
FROM:
EDGAR POSTMASTER [EDGARPOST1]
TO:
TESTER01
DATE:
8-JAN-2003 10:54 EST
SUBJECT: SUSPENDED FORM TYPE 4
(0000950136-03-000028)
MSG ID:
13359-36894
THE FOLLOWING SUBMISSION HAS BEEN SUSPENDED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION:
FORM TYPE: 4
NUMBER OF DOCUMENTS: 1
RECEIVED DATE:8-JAN 2003 10:18 SUSPENDED DATE: 8-JAN-2003 10:19
TEST FILING: NO
CONFIRMING COPY: NO
ACCESSION NUMBER: 0000950136-03-000028
FILE NUMBER(S):
1. NONE.
THE PASSWORD FOR LOGIN CIK 0000123567 WILL EXPIRE 01-FEB-2003 00:00.
THIS SUBMISSION MUST BE RE-TRANSMITTED IN ITS ENTIRETY.
ERR:
MSG:
LOC:
TAG_VALUE_MISSING_OR_INVALID
Value for IssuerCIK is missing or invalid 0101010101.
LINE NUMBER: 0
------------------------------ NOTICE --------------------------------{Adhoc Notification message}
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B.4
Explanation of Error Messages
EDGAR will list each error in the order in which it was encountered in processing. Some error
conditions may generate more than one error.
You will receive an error message, via the Internet address you have provided, in the following
format:
ERR:
MSG:
DUPLICATE_FILER
(This is EDGAR’s internal error message name for the error condition.)
FILER_CIK (VALUE) IS DUPLICATED
(This message describes the error.)
Note: If the same error occurs repeatedly in a filing, not all of the errors will be reported. For
example, if the filing has exceeded the reporting limit for the number of invalid
characters in a filing, only the first 10 occurrences will be reported.
LOC:
This portion of the message helps you identify the line number associated with
the error. The position of the error (character count) helps you move directly to
the error location so that you may easily repair the error.
For example, the LOC section of the error message could be:
LINE NUMBER:
30
This Appendix lists the Error Message names in alphabetical order.
The "ERR" or "WRN" and "MSG" sections of an error-check message are repeated in the List of
Errors. We have included the following two additional information categories in this list:
DESCRIPTION
OF ERROR:
SOLUTION:
This is a more detailed description of the problem that caused the error and
may explain why the filing was not accepted.
This section of the message makes some suggestions for correcting the error.
Note: Some error messages can be used for more than one tag field or error. In each error
message that can apply to multiple tags, the term <tag> or field is used. The error
message, which is in EDGARLink and received from the Internet indicates the actual tag
which caused the error.
An example of an error message that could be used for more than one tag could be:
ERR:
REQUIRED_TAG_MISSING
MSG:
Required <CIK> tag is missing.
When you find "REQUIRED_TAG_MISSING" in the List of Errors, the message reads:
MSG:
Required <value> tag is missing.
Since many tags are required for acceptance, not every possible message is listed here. The
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EDGARLink or Internet message specifies exactly which required tag is missing.
Similarly, a tag’s value may be noted in the error message received from the Internet or
EDGARLink. In the listing of errors in the manual, however, the message will have the tag value
in parentheses (value). The Internet error message will show the actual value that was inserted.
For example, if the correct CIK is 0000456789 and you entered 0000466789 after the <CIK> tag,
the error message will read:
ERR:
MSG:
INCONSISTENT_TAG_VALUE
<CCC> value is inconsistent with <CIK> (0000466789).
For the previous error, the message in this appendix will be:
MSG:
<TAG> value is inconsistent <CIK> (value).
Although EDGARLink and EDGAR have been designed to find as many errors as possible,
certain types of submission errors will halt processing so that subsequent errors cannot be
detected. For example, when the system does not recognize a submission type, the filing
requirements cannot be checked. Under such conditions, you will receive the message, "May
contain other errors."
B.6
List of Errors and Warnings
Note: Errors [ERR] will cause a filing to be suspended; warnings [WRN] will not.
WRN:
MSG:
ACCEPT_WITH_ERROR
Previous error(s) ignored for continued processing. Submission has been
accepted with the listed errors.
This warning is associated with our processing of the filing.
DESCRIPTION
OF WARNING:
SOLUTION:
This warning will not cause suspension of your submission. No action is
required.
ERR:
ACTIVE_CONTENT_NOT_ALLOWED
MSG:
Active content found within HTML document (DOCUMENT_TYPE):
(value).
DESCRIPTION A script, or other active content, was embedded in an HTML document that
OF ERROR:
was attached to the EDGAR filing.
SOLUTION:
Remove any scripts from HTML document(s) before submitting the filing to
EDGAR.
WRN:
BAD_MAILING_ADDRESS
MSG:
The mailing address for CIK (value) is incomplete or invalid.
DESCRIPTION The mailing address for the CIK is either missing key data (street1, city, state,
OF WARNING: or zip) or has all the key data but the address is invalid.
SOLUTION:
This WARNING will not prevent the submission from processing
successfully. However, you should update the mailing address for the reported
CIK.
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ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
BEGIN_TAG_MISSING
In (value): the (value) end tag has no corresponding begin tag.
Your submission document has a beginning tag missing, i.e., <MODULE> or
<HTML>.
Insert the missing tag, re-enclose the document, and retransmit your
submission.
CANNOT_VALIDATE_DOCUMENT
Document (value) has a (value) of (value), so it will not be validated.
Your submission document cannot be validated because it is a graphic.
Turn off the Validation check box in EDGARLink and retransmit your
submission.
ERR:
DOC_NAME_TYPE_MISMATCH
MSG:
Document (value) cannot have a type of (value).
DESCRIPTION One of the documents in your submission has a missing file name type,
OF ERROR:
incorrect extension, invalid Type 1 module or segment, or incorrect file type.
SOLUTION:
Correct the submission document and retransmit.
WRN:
DOCUMENT_DELETED
MSG:
The PDF document (value) was removed from the submission since it
contains invalid content.
DESCRIPTION The unofficial PDF document contains an invalid tag and was removed from
OF WARNING: the submission.
SOLUTION:
The submission will not be suspended if this is the only error.
ERR or WRN:
EMPTY_DOCUMENT
MSG:
Document (value) in Submission of type (value) is empty.
DESCRIPTION The document indicated contains only white space.
SOLUTION:
Open the template that was submitted and view the attached documents.
ERR:
END_TAG_MISSING
MSG:
In (value): the (value) begin tag has no corresponding end tag.
DESCRIPTION Your submission document has an end tag missing, i.e., </MODULE> or
OF ERROR:
</HTML>.
SOLUTION:
Insert the missing tag, re-enclose the document, and retransmit your
submission.
ERR:
ILLEGAL_LINK_TO_PRIVATE_DOCUMENT
MSG:
In (value): contains an illegal link to the private document (value).
DESCRIPTION You have a Private document that has a link from a Public HTML document.
OF ERROR:
All link references from within an HTML document must match the
designated Filenames of the referenced documents. Private documents may
not be linked. Any link within an HTML document that does not meet this
standard will cause EDGAR to issue this error.
SOLUTION:
Please name all of your attached documents that are referenced by links within
an HTML document. Do not link to Private documents. You must use only
SEC-approved Filenames for your referenced documents
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ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
April 2003
ILLEGAL_MODSEG_REFERENCE
In (value): Submission Type (value) does not support the inclusion of a Type
1 (value) reference within an ASCII document. This document references a
(value) named (value).
Your submission references a module or segment that doesn't exist, or the
module or segment name doesn't conform, or the submission type does not
permit the use of modules and segments.
Verify that the submission type allows module or segment references. If it
does, correct the reference and resubmit. If not, remove the references and
resubmit.
INCONSISTENT_TAG_VALUE
The (value) is inconsistent with (value) (value).
Either the CIK or the CCC is invalid.
Check your records and correct the inconsistent value.
INVALID_ASCII_TAG
In (value): found an invalid ASCII tag (value).
Your submission document contains invalid ASCII characters.
Remove the invalid character, re-enclose, and retransmit your submission.
INVALID_CHARACTER
In (value): found an invalid ASCII code (value).
Your submission contains an invalid ASCII character.
If you receive many messages regarding invalid characters, you may have
submitted a word processing document that you did not first convert to ASCII
or HTML. In this case, convert the filing to ASCII or HTML and submit the
ASCII or HTML version. If you receive such messages after having
submitted an ASCII or HTML graphic version of the filing, your word
processing software may have made an incomplete translation to ASCII or
HTML. You must remove the additional codes individually. The software's
"search and replace" feature may help you to locate errors. If you receive only
a few such messages, remove the invalid character(s) individually and resubmit the filing. If you cannot "see" the error, it may be a code that cannot
be displayed on your PC screen. You may be able to correct the filing by
deleting and inserting a space at the location indicated. If you receive only a
few such messages and correction of this document would represent an
unreasonable burden, call Filer Support to explore whether replacement of the
invalid characters with a circumflex (^) destroys the readability of the
document.
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ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
ERR:
MSG:
DESCRIPTION
OF ERROR:
SOLUTION:
INVALID_EXTERNAL_REFERENCE
In (value): improper external reference (value).
An invalid external reference was embedded in an HTML document that was
attached to your EDGAR filing. You may only reference documents that are
also contained within your submission or you may reference a previouslysubmitted filing on the http://www.sec.gov/Archives website. Module and
Segment documents cannot contain HTML external (graphic) references.
Also, attached documents cannot have duplicate names.
Remove or correct any external graphic references from the HTML
document(s) before submitting your filing to EDGAR.
INVALID_FOOTNOTE_REFERENCE
The (value) references Footnote (value), which does not exist.
An element references a non-existent footnote.
Repair the footnote discrepancy and resubmit.
INVALID_
This text is long and has been trimmed here. Open the source document for the complete record.
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.