# ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3A451e9d894564c9b9 ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text 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 i 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 iii 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 April 2003 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 April 2003 Retrieving Submission Notification ....................................................................................................5-2 v Filer Manual Volume III 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 Filer Manual Volume III vi April 2003 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 April 2003 1-1 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: ◊ ◊ 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. Filer Manual Volume III 1-2 April 2003 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. April 2003 1-3 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. Filer Manual Volume III 1-4 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 1-5 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. Filer Manual Volume III 1-6 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 1-7 Filer Manual Volume III • • • 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. Filer Manual Volume III 1-8 April 2003 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. April 2003 1-9 Filer Manual Volume III 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. Filer Manual Volume III 1-10 April 2003 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 April 2003 Answers 1-11 Filer Manual Volume III 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. Filer Manual Volume III 1-12 April 2003 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? April 2003 It does not matter. 1-13 Filer Manual Volume III 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. Filer Manual Volume III 1-14 April 2003 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 April 2003 2-1 Filer Manual Volume III 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) Filer Manual Volume III 2-2 April 2003 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: April 2003 • Information Exchange • Support 2-3 Filer Manual Volume III 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. Filer Manual Volume III 2-4 April 2003 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 April 2003 2-5 Filer Manual Volume III 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. Filer Manual Volume III 2-6 April 2003 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: • April 2003 Allow you to choose the type of submission to prepare, (i.e., Assemble Ownership Submission) 3-1 Filer Manual Volume III • 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. Filer Manual Volume III 3-2 April 2003 • 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. April 2003 3-3 Filer Manual Volume III 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: Filer Manual Volume III 3-4 April 2003 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 April 2003 3-5 Filer Manual Volume III 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 Filer Manual Volume III 3-6 April 2003 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 3-7 Filer Manual Volume III 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. Filer Manual Volume III 3-8 April 2003 • 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. 3-9 Filer Manual Volume III 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 Filer Manual Volume III 3-10 April 2003 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 April 2003 • 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. 3-11 Filer Manual Volume III 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 Filer Manual Volume III 3-12 April 2003 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 3-13 Filer Manual Volume III 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. Filer Manual Volume III 3-14 April 2003 • 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: April 2003 • 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. 3-15 Filer Manual Volume III 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. Filer Manual Volume III 3-16 April 2003 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. April 2003 • 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. 3-17 Filer Manual Volume III 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. Filer Manual Volume III 3-18 April 2003 Figure 3-16: View/Print Submission Screen Figure 3-17: PDF Document April 2003 3-19 Filer Manual Volume III 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. Filer Manual Volume III 3-20 April 2003 Figure 3-19: Transmit Submission Cancelled April 2003 3-21 Filer Manual Volume III 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. 4-1 Filer Manual Volume III 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. Filer Manual Volume III 4-2 April 2003 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. April 2003 4-3 Filer Manual Volume III 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. Filer Manual Volume III 4-4 April 2003 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. April 2003 4-5 Filer Manual Volume III 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 April 2003 • 5-1 Enter Another CIK/CCC Filer Manual Volume III 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. Filer Manual Volume III 5-2 April 2003 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. April 2003 5-3 Filer Manual Volume III 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 Filer Manual Volume III 5-4 April 2003 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). April 2003 5-5 Filer Manual Volume III 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. Filer Manual Volume III 5-6 April 2003 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 April 2003 5-7 Filer Manual Volume III 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. Filer Manual Volume III 5-8 April 2003 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: April 2003 5-9 Filer Manual Volume III 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. Filer Manual Volume III 5-10 April 2003 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. April 2003 5-11 Filer Manual Volume III 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. Filer Manual Volume III 5-12 April 2003 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 6-9 Section C -- Special Handling for Certain Documents 6-11 Section D -- Signatures for Electronic Filings 6-16 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. April 2003 6-1 Filer Manual Volume III 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. Filer Manual Volume III 6-2 April 2003 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 ( and , respectively. See Section 6.7 for a listing of ASCII/SGML tags. 6-3 Filer Manual Volume III 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 , 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 6-4 April 2003 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, April 2003 6-5 Filer Manual Volume III 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. Filer Manual Volume III 6-6 April 2003 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 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., or ). Caution: You cannot use blank spaces within the left and right angle brackets in tags. Hyphens must separate multiple words within a tag. April 2003 6-7 Filer Manual Volume III 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., footnote text). Other tags stand alone (e.g., ). Some tags indicate start and stop conditions within a document (e.g., the beginning of a table , and the ending of a 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). Filer Manual Volume III 6-8 April 2003 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 . . . . No value required. 2 No value required. 3 No value required. Definition (Limits of Field) Creates a searchable marker for notes about text. May be used in pairs (e.g., in the text and a corresponding 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. and are used to "surround" revised information. To indicate deleted information, use together. Note: When you are required to redline information, you should insert the tag before and 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 April 2003 No value required. Indicates where a new page should begin in a document, if you wish to force a specific page break. 6-9 Filer Manual Volume III 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 No value required. 1.1 No value required. 1.2 No value required. 1.3 No value required. 1.4 No value required. 1.5 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 or two tags, or one of each, are required with each use of the 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 , , , and tags. We encourage you to also use the tags in tables less than 80 characters wide. The and tags must appear on a separate line between the column headings and the data. If you use the 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. Filer Manual Volume III 6-10 April 2003 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 (begin table tag) and (end table tag); • You can use no more than 132 characters per line (row); 6-11 Filer Manual Volume III • You may introduce column headers by a line having the optional tag 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 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 tag to designate the leading (left) edge of each column of information (at least one column to the left of the must be blank in all rows of the table up to the next presentation tag, e.g., , , or ); -- you must use at least two or tags, or one of each, with each use of the tag or EDGAR will suspend the submission • The row preceding any explanatory or footnote material should include the tag (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: Tag is placed before the wide text of the table. Tag is placed following the wide text and preceding first line of columnar captions. Tag is placed at leading edge (left margin) of stub information. Tag placed at leading edge (left margin) of each column. The column at the immediate left of the Tag preceding the footnote tag . , , etc. Tag preceding the footnote information. Tag following the last line of footnote information. 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. April 2003 6-13 Filer Manual Volume III Example I --Table Appearing within Textual Discussion (wide text included as part of textual presentation): Selected Financial Data 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) 1,754 200 1,124 200 766 268 756 207 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 This footnote refers to a particular item that has been tagged in the table. It must, however, follow the footnote tag as shown. Filer Manual Volume III 6-14 April 2003 Example II -- Table With Tabular Data-Series Market and Trading Information 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. Common Stock 19xx 19xx 19xx Quarter High Low High Low High Low _____ ______ ______ ______ ______ ______ 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 Series A Preferred Stock 19xx 19xx 19xx Quarter High Low High Low High Low ______ ______ _____ _____ _____ _____ 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 Series B Preferred Stock 19xx 19xx 19xx Quarter High Low High Low High Low ______ ______ ______ _____ ______ ______ 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 Note: The , , and tags are repeated to indicate insertion of new captions. April 2003 6-15 Filer Manual Volume III 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. Filer Manual Volume III 6-16 April 2003 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 tag. HTML documents may also contain references to other local HTML and ASCII/SGML documents within the submission. In addition, 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 m [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3A451e9d894564c9b9. Public record. Not legal advice.