Filer Manual – Volume I
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Filer Manual – Volume I
General Information
VERSION 14
October 2012
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 two volumes. EDGAR Filer Manual (Volume I) General
Information introduces the requirements for becoming an EDGAR Filer and maintaining EDGAR
company information. EDGAR Filer Manual (Volume II) EDGAR Filing illustrates the process to
submit an online filing.
For up-to-date information regarding filing-related topics, consult the following EDGAR
websites:
●
Information for EDGAR Filers (http://www.sec.gov/info/edgar.shtml)
●
EDGAR Gateway to submit filings (http://www.portal.edgarfiling.sec.gov)
●
EDGAR Company Database (http://www.edgarcompany.sec.gov)
EDGAR® and EDGARLink® are registered trademarks of the Securities and Exchange
Commission. EDGARLite™ is a trademark of the Securities and Exchange Commission. All
other product brand names mentioned in this Filer Manual are trademarks or registered
trademarks of their respective holders.
To protect the privacy of our filing community, filers are asked not to include social security
numbers in filings submitted to the Commission.
October 2012
EDGAR Filer Manual (Volume I)
Updates
On October 1, 2012, EDGAR Release 12.2 will introduce the following changes:
●
Issuers who submit draft registration statements for confidential, non-public review now
have the ability to satisfy applicable legal and regulatory requirements by directing
EDGAR to publicly disseminate previously submitted drafts.
●
Issuers must submit their correspondences related to draft registration statements using the
new submission type, ‘Correspondence Related to Draft Registration Statement’
(DRSLTR). This submission type can be accessed by selecting the ‘Draft Reg. Statement’
link on the EDGAR Filing Website.
●
New filers may select either the “JOBS Act §106” or “Foreign Private Issuer Policy”
option on the Form ID application to indicate that they are submitting an application for
EDGAR access to file Draft Registration Statements. These options will replace the
“Access codes will be used to submit draft registration statement” check box. If the filers
already have an assigned EDGAR Central Index Key (CIK), then they must use the
existing CIK.
●
Starting October 1, 2012, filers initiating FEDWIRE transactions to make deposits to pay
their filing fees will need to use a new U.S. Treasury beneficiary account number
(850000001001), as well as a new American Bank Association (ABA) number and bank
name for the receiving bank (021030004/TREAS NYC). The current bank account
number (152307768324) and receiving bank ABA number and name (081000210/US
BANK) will be invalid from this date forward. Filer may obtain the new U.S. Treasury
account number and ABA number from the notice posted on the “Information for EDGAR
Filers” web page prior to October 1, 2012 and by accessing the updated “Instructions for
Wire Transfer (FEDWIRE) and Check Payment of SEC Filing Fees” by logging onto the
EDGAR Filing Website and accessing the ‘Fees’ link on the EDGAR menu thereafter.
●
Filers will now be able to submit, on a voluntary basis, copies of litigation documents
pursuant to Section 33 of the Investment Company Act of 1940 (submission types 40-33
and 40-33/A) in Portable Document Format (PDF) as an official filing format. EDGAR
will continue to allow ASCII and HTML as official filing formats for submission types
40-33 and 40-33/A.
●
Submission form types 8-K, 8-K/A, 8-K12B, 8-K12B/A, 8-K12G3, 8-K12G3/A,
8-K15D5, and 8-K15D5/A will allow a future period date up to the next business date
from the date of submission, if the time of submission is between 5:31 p.m. and 10:00 p.m.
Eastern Time.
The new online version of Form N-SAR, originally planned for deployment on July 9, 2012, has
been delayed and will not go into production any sooner than January 14, 2013. The specific
deployment date will be announced.
When the online version of Form N-SAR is deployed, the following changes will be made:
●
DOS based application to create Form N-SAR documents will be retired and filings
created by the DOS based application will no longer be accepted. Form N-SAR will only
be able to be filed using the online version of the form available on the EDGAR Filing
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EDGAR Filer Manual (Volume I)
Website or constructed by filers according to the EDGAR N-SAR XML Technical
Specification. Submission form types NSAR-A, NSAR-A/A, NSAR-AT, NSAR-AT/A,
NSAR-B, NSAR-B/A, NSAR-BT, NSAR-BT/A, NSAR-U, and NSAR-U/A will be
accessible by selecting the ‘File Form N-SAR’ link on the EDGAR Filing Website. Filers
submitting submission form type NSAR-U should continue to prepare the text document
with the applicable answers and attach it to the NSAR-U submission form type accessible
from the ‘File Form N-SAR’ link on the EDGAR Filing Website.
●
“EDGAR Filer Manual, Volume III: N-SAR Supplement” will be retired. Instructions to
file the online version of Form N-SAR addressed in Chapter 9 of “EDGAR Filer Manual,
Volume II: EDGAR Filing” should then be followed.
EDGAR Filer Manual (Volume I)
October 2012
Table of Contents
1. INTRODUCTION TO VOLUME I ......................................................... 1-1
1.1 Organization of this Manual .....................................................................................1-1
1.2 Conventions Used in this Manual .............................................................................1-1
2. GENERAL INFORMATION FOR FILERS ........................................... 2-1
2.1 How to Obtain the EDGAR Filer Manual.................................................................2-1
2.2 Hours of Operation....................................................................................................2-1
2.3 Introduction to Web Browsers ..................................................................................2-1
2.3.1 Browser Differences................................................................................................................. 2-1
2.4 Accessing EDGAR....................................................................................................2-2
2.5 EDGAR Hardware and Software Requirements .......................................................2-3
2.6 Getting Help with EDGAR .......................................................................................2-3
3. BECOMING AN EDGAR FILER............................................................. 3-1
3.1 Getting Ready............................................................................................................3-1
3.1.1 Accessing the EDGAR Gateway.............................................................................................. 3-4
3.1.2 Accessing the EDGAR Filer Management Website ................................................................ 3-5
3.1.3 Navigating the EDGAR Filer Management Website (EFMW) ............................................... 3-7
3.2 New SEC Filer: Applying for EDGAR Access ........................................................3-9
3.2.1 Overview .................................................................................................................................. 3-9
3.2.2 Application (Form ID)............................................................................................................. 3-10
3.2.3 Assembling and Submitting the Form ID Application............................................................ 3-20
3.2.4 Defining a Passphrase.............................................................................................................. 3-28
3.2.5 Authentication Documentation................................................................................................ 3-32
3.2.6 Application Acceptance and Applicant Notification............................................................... 3-32
3.3 Current SEC Filer: Applying for EDGAR Access...................................................3-33
3.3.1 Current Paper Only Filer ......................................................................................................... 3-33
3.3.2 New Serial Company............................................................................................................... 3-42
3.4 Creating an Asset Backed Securities Issuing Entity ................................................3-48
3.5 Examples of Notification Messages .........................................................................3-54
3.5.1 Form ID Application Messages............................................................................................... 3-55
3.5.2 Convert Paper Only Filer to Electronic Filer Request............................................................. 3-57
3.5.3 EDGAR Access for New Serial Companies Request ............................................................. 3-59
4. GENERATING EDGAR ACCESS CODES ............................................ 4-1
4.1 Generating All EDGAR Access Codes .....................................................................4-1
4.1.1 Requesting an EDGAR Passphrase .......................................................................................... 4-4
4.1.2 Update Passphrase Request ..................................................................................................... 4-11
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4.1.3 Changing your CCC or Password............................................................................................ 4-13
4.1.4 Creating a Passphrase for the First Time................................................................................. 4-16
5. MAINTENANCE OF COMPANY DATA ............................................... 5-1
5.1 Login to EDGAR ......................................................................................................5-1
5.2 Accessing Submission and Company Information ...................................................5-1
5.3 Retrieve Company Information.................................................................................5-3
5.4 Edit Company Information........................................................................................5-5
5.4.1 Series and Classes (Contracts) Information ............................................................................. 5-8
5.5 Request Return of Unused Funds.............................................................................5-21
5.6 View Fee Account Information................................................................................5-24
5.6.1 View Account Balance and Amount of Last Deposit ............................................................. 5-24
5.6.2 View Account Activity Statement........................................................................................... 5-24
5.7 Logging in with a Different CIK..............................................................................5-26
6. INTRODUCTION TO FILING ON EDGAR ......................................... 6-1
6.1 Preparation and Submission .....................................................................................6-1
6.2 EDGARLink Online Forms .....................................................................................6-1
6.2.1 Creating an EDGARLink Online Filing .................................................................................. 6-1
6.2.2 Additional Filing Transmission Methods for EDGAR Filings ............................................... 6-2
6.3 Online XML Forms ..................................................................................................6-3
6.3.1 Creating an Online XML Form ................................................................................................ 6-3
6.3.2 Transmitting an Online XML Form ........................................................................................ 6-4
6.4 Filer-Constructed Technical Filing Specifications....................................................6-4
6.4.1 XML Form Type Technical Specification ............................................................................... 6-5
6.4.2 Transmitting XML Form Types ............................................................................................... 6-5
APPENDIX A. GLOSSARY OF COMMONLY USED TERMS, ACRONYMS,
AND ABBREVIATIONS............................................................................A-1
APPENDIX B. FREQUENTLY ASKED QUESTIONS ...............................B-1
APPENDIX C. AUTOMATED NAME CONFORMANCE RULES...........C-1
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Preface
Welcome to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the U.S.
Securities and Exchange Commission (SEC). EDGAR provides an electronic filing process for
filers and filing agents submitting documents under the Securities Act of 1933, the Securities
Exchange Act of 1934, the Trust Indenture Act of 1939, and the Investment Company Act of
1940 (collectively, “Acts”).
When you have determined that you have a requirement to file electronically on EDGAR, you
must follow a specified process. The first step of this process, applying to be an electronic filer, is
covered in this manual. The EDGAR system has built in a number of safeguards that require you
to complete a formal application process before you can access most of the EDGAR Filer
websites. After you complete that process, you will be able to generate new or replacement access
codes that allow you to start filing on the system. These codes also provide access to other sites
that allow you to create certain types of filings, or to update your company information. The two
EDGAR Filer Manuals are designed to help you follow this process. The first volume of this
manual covers the application process and outlines how to keep your company data, which is
stored in EDGAR, up-to-date. The second volume helps you understand the tools provided by the
SEC for constructing and transmitting electronic submissions.
The SEC accepts electronic submissions through the Internet. EDGAR will disseminate that
information and you may view electronically submitted filings in the SEC’s Public Reference
Room in Washington, DC, through commercial dissemination services, or by using the SEC’s
website on the World Wide Web (http://www.sec.gov).
Do you need to file through EDGAR?
Whether or not you need to submit filings on EDGAR will depend on the form type(s) you are
required to submit. For those requirements, refer to Regulation S-T, Rule 101 [Mandated
Electronic Submissions and Exceptions].
Rules Governing Forms and Filing Information
EDGAR provides you with an electronic means to submit information to us. It does not change
the content of what you submit. Regulation S-T mandates electronic submissions of filings by
all domestic and foreign registrants. Regulation S-T also provides the general requirements and
procedures for electronic filing. You may find copies of Regulation S-T in the Federal Register
and the Code of Federal Regulations (17 CFR Part 232) in our Public Reference Rooms. You will
also find Regulation S-T under the Division of Corporation Finance area on the SEC’s website
(http://www.sec.gov) under Forms and Associated Regulations, EDGAR.
Please see the EDGAR Filer Manual Volume II for a detailed listing of laws and releases that
affect electronic filing. You may obtain copies of this material from our SEC website
(http://www.sec.gov).
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1.
INTRODUCTION TO VOLUME I
1.1
Organization of this Manual
This volume is divided into chapters and appendices. The paragraphs and subparagraphs are
numbered for easy reference (e.g., 1.2, 3.6.1).
The chapters of this volume primarily refer to the process of registering as an electronic filer on
EDGAR and maintaining your company information.
The following outline shows you where to find information in this volume. An index is also
provided at the end of this document.
CHAPTER 1 – Introduction
CHAPTER 2 – General Information for Filers
CHAPTER 3 – Becoming an EDGAR Filer
CHAPTER 4 – Generating EDGAR Access Codes
CHAPTER 5 – Maintenance of Company Data
CHAPTER 6 – Introduction to Filing on EDGAR
APPENDICES:
A
Glossary of Commonly Used Terms, Acronyms, and Abbreviations
This glossary contains terms, acronyms, and abbreviations used in the Filer Manual.
B
Frequently Asked Questions
Answers to some of the questions asked most frequently by EDGAR filers.
C
Automated Name Conformance Rules for Company and Individual Entity Names
Appendix C explains the conformance rules that will be automatically applied to company
and Individual Entity Names entered in the EDGAR system.
1.2
Conventions Used in this Manual
As you read this volume you should notice attributes assigned to certain types of text:
●
Instructions to press a key on a keyboard or click a button or tab on the screen appear in
square brackets and in title case:
Press [Enter]
Click [Module/Segment]
●
Titles of check, dialog, and list boxes, fields, functions, options, processes, queries,
reports, pages, tables, and windows appear in title case:
Submission Type list box
Name field
Company Information query
Return Copy check box
●
Menus, menu options, radio buttons, and statuses appear in title case and have double
quotation marks around them:
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“Test Filing” radio button
From the “Edit” menu, select “Copy”
“Busy” status
●
Directories and file names appear in bold text:
The C:\temp directory
r10q-630.txt (the file saved in ASCII)
●
Keystroke combinations appear between less-than and greater-than brackets and in upper
case:
<ALT-TAB>
<CTRL-C>
●
Internet Hyperlinks appear underlined and italicized:
https://www.filermanagement.edgarfiling.sec.gov
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2.
GENERAL INFORMATION FOR FILERS
2.1
How to Obtain the EDGAR Filer Manual
You can download the latest version of the Filer Manual from our website (http://www.sec.gov)
under “Information for EDGAR Filers.” The Filer Manual is also available in HTML format on
the EDGAR Filing Website (https://www.edgarfiling.sec.gov).
You can also purchase the latest version of the EDGAR Filer Manual from Thomson Financial,
formerly Disclosure, Inc., at the following address:
ATTN: Thomson Financial
Public Reference Room
US Securities and Exchange Commission
100 F Street, NE
Room 1580
Washington, DC 20549
Or, call Thomson Financial at one of the following numbers:
(800) 638-8241
(301) 951-1350
2.2
Hours of Operation
EDGAR accepts new filer applications, new filings, and changes to filer data each business day,
Monday through Friday, from 6:00 a.m. to 10:00 p.m., Eastern Time. Transmissions started but
not completed by 10:00 p.m. Eastern Time may be canceled, and you may have to re-submit on
the next business day.
2.3
Introduction to Web Browsers
The EDGAR system uses web-based technology to make submitting filings easier and faster.
Web browsers read code called Hypertext Mark-up Language (HTML). Many people have
become familiar with HTML since they have used the Internet. We use a browser as an integral
part of EDGAR, providing our interface to the EDGAR Filing Website.
2.3.1
Browser Differences
Internet browsers that are supported for EDGAR Filing Website are: Internet Explorer 7.0 or 8.0,
or Firefox 3.5 or greater. For other EDGAR websites, we recommend that you use Netscape
version 5.0 or later, or Internet Explorer version 5.0 or later.
Note: The EDGAR Filing Website does not support Netscape version 6.0.
These browsers comply with Secure Socket Layer (SSL) communications that you will use to
reach the EDGAR Filing Website. Which browser you use is a personal preference. This section
covers some functions that are innate to browsers and how your browser should be set up. You
should be aware that there might be subtle differences if you are using IE or other versions of
Netscape.
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Firefox Menu Bar
Netscape Menu Bar
Internet Explorer Menu Bar
Figure 2–1: Browser Menu Bars
Browsers have very similar navigation functions: [Back], [Forward], [Stop], and [Reload]
buttons, Current Address Location fields, as well as buttons for performing other functions such
as printing and saving. The biggest difference between the browsers is visual: buttons, menu
options, and the location of preference settings. In addition, browsers behave differently in how
they save or download files. If you don't set up your preferences in Firefox to prompt you for the
location, Firefox will automatically download the files to a default location.
To change default Firefox download/save settings, select ‘Options’ from the Tools menu. In the
Options dialog box, click the [General] tab. Under ‘Downloads’, select the “Always ask me where
to save files” radio button and click [OK]. Choosing this setting prompts you for a location each
time you save or download a file. For detailed information on your browser, see your browser’s
user manual or help function.
The browser window works similarly to all windows, in that it can be maximized, minimized, and
sized. The default menu bar contains buttons that help you navigate the Internet; however, these
buttons do not necessarily help you navigate EDGAR. For the purposes of logging into EDGAR,
downloading files, submitting filings and company queries, or updating company information,
these buttons do not apply. Some of the functions you can use are Bookmark, to mark the
EDGAR Login page for easy accessibility; Back, to correct, add, or remove criteria from a query;
and Security, to turn on or off your security functions.
When you login to an EDGAR website, please read the Welcome Page. It contains updated
information about EDGAR, including filing requirements, system changes, new versions of
software tools, and other related information.
2.4
Accessing EDGAR
To access EDGAR, a filer must have EDGAR access codes. If you are a new filer or an existing
filer who wants to file in another capacity (e.g., become a filing agent or training agent), you must
use Form ID to apply for EDGAR access codes. You do this by completing and submitting an
electronic Form ID along with a notarized authentication document. Complete the fillable PDF
version of the Form ID (a copy is available on the SEC’s Public Site), print a copy of the
completed PDF so that it can be signed and notarized, create an electronic image of the signed and
notarized document, attach it to your electronic Form ID application and submit both to the
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Commission. If you do not attach the required notarized authentication document as a PDF, we
cannot process your application. Details of this process are covered in other sections of this
manual. Once you have obtained your access codes, you will be ready to log in to EDGAR,
transmit submissions, run company queries, update your company information, or change your
password/CCC (CIK Confirmation Code).
2.5
EDGAR Hardware and Software Requirements
The following list states the recommended system requirements:
●
●
PC with the following:
o
500+ MHz processor
o
All Windows desktop operating systems supported by Microsoft (excluding
Windows 7)
o
128 MB of RAM recommended; less may cause program or system performance
problems
o
Local Hard Drive with sufficient capacity for submission preparation and transfer (this
capacity depends upon the size of the total documents needed for the submission)
For those using EDGARLink Online for the creation of more document intensive
submissions, the following PC recommendation applies:
o
1.28 GB MHz processor or higher
o
1 GB or more of RAM; less may cause program or system performance problems
●
Monitor (color recommended, but not required)
●
Printer (recommended, but not required)
●
Internet browsers:
o
EDGAR Filing Website: Internet Explorer 7.0 or 8.0, or Firefox 3.5 or greater. The
EDGAR Filing Website does not support Netscape 6.0.
o
Other EDGAR websites: Netscape Navigator version 7.0 or higher or Internet
Explorer version 5.0 or higher and supporting 128-bit cipher strength. Java should be
enabled in the browser.
●
Word processing or spreadsheet applications having the option to save documents as
standard ASCII or HTML text
●
Internet access
If you have questions about your PC configuration, check with the manufacturer.
2.6
Getting Help with EDGAR
For Procedural and Technical questions, contact Filer Support.
You can reach our Filer Support Branches in the Divisions at (202) 551-8900. These offices
respond to general EDGAR questions like how to become a filer, the form ID process, how to get
to the websites, how to update filer information, filing of forms, and header tags. Filer Support is
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available each business day from 9:00 a.m. to 5:30 p.m. Eastern Time. Filer Support voicemail
will be available during off hours.
For general fee information, contact our Fee Account Services Branch in the Office of Financial
Management at (202) 551-8989.
For Substantive questions, contact your Division
For filing content, rule interpretations, filing date adjustments, and hardship exemption requests,
contact the division that reviews the filing, the Division of Corporation Finance or Investment
Management, during normal business hours 9:00 a.m. to 5:30 p.m., Eastern Time.
Division of Corporation Finance:
For help with filings reviewed by the Division of Corporation Finance, contact the Office
of Information Technology in the Division of Corporation Finance at (202) 551-3600.
Division of Investment Management:
For help with Form 13-F, call the IM Chief Counsel inquiry line: (202) 551-6865
For help with Form N-SAR or Form 24F-2, call the N-SAR/24F-2 inquiry line:
(202) 551-6703.
For help with investment company filings (except Forms 13-F, N-SAR and 24F-2), call
the IM EDGAR inquiry line: (202) 551-6989.
o
For questions concerning post-acceptance corrections and withdrawals, first please
read our notice, “IM EDGAR Post-Acceptance Corrections” on the Information for
EDGAR Filers web page (http://www.sec.gov/info/edgar.shtml).
o
For questions concerning series and classes (contracts), first read our notice, “Series
and Class (Contract) Notice and FAQ’s,” on the Information for EDGAR Filers web
page (http://www.sec.gov/info/edgar.shtml).
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3.
BECOMING AN EDGAR FILER
3.1
Getting Ready
To automate the process of submitting a Form ID application, the SEC has developed the EDGAR
Filer Management Website (EFMW). At this website a potential filer can file the Form ID
application, generate access codes (new/replacement), update a passphrase (required security
code), convert from a paper only filer to an electronic filer, and obtain access codes for serial
companies. You can access this website directly through its Uniform Resource Locator (URL):
https://www.filermanagement.edgarfiling.sec.gov or through our EDGAR Gateway. The EDGAR
Gateway allows you to navigate between the multiple EDGAR websites more easily. It is located
at: http://www.portal.edgarfiling.sec.gov. It is strongly recommended that you bookmark this
website or add it to the Favorites list in your browser.
This section describes the process that a new filer must follow to gain access to EDGAR. It also
describes how to access the EDGAR Gateway and EFMW. For the EFMW, it covers the
functionality that it provides, including how to create and submit a Form ID application
electronically.
Before you can use the EDGAR system, you must submit a Form ID application to be accepted as
an EDGAR filer. (Refer to Section 3.2, New SEC Filer: Applying for EDGAR Access, for more
information. If you wish to create an Asset-Backed Securities Issuing Entity, refer to Section 3.4,
Creating an Asset Backed Securities Issuing Entity.) An EDGAR filer can be a registrant, a
third-party non-registrant filer, a transfer agent, a third-party agent filing for another individual or
entity, or a training agent. EDGAR filers may send submissions on their own behalf or use a filing
agent. Training agents may only send test submissions. A duly authorized person, such as a
partner, president, treasurer, corporate secretary, officer, or director, must sign the Form
ID. Section 16 filers may have someone with their power of attorney sign the Form ID. Filing
agents such as financial printers cannot sign this Form on behalf of the issuer unless they are
specifically authorized to do so in writing on behalf of the issuer or Section 16 filer. The
documentation should accompany the Form ID.
As an applicant for EDGAR access codes, you must indicate whether you are a filer, filing agent,
or training agent as defined in Part I of the Form ID General Instructions. If you plan to file on
EDGAR in more than one capacity, a separate Form ID must be completed and submitted for each
capacity. For example, if you want to make EDGAR submissions as a registrant, and as a filing
agent, and as a training agent, you must submit a separate Form ID for each filing capacity. You
will receive three separate sets of CIKs and access codes.
It is mandatory to include the registrant’s Tax Identification Number (TIN) to establish domestic
companies. This is for companies only, not individuals. If you do not have your TIN when you
submit your initial Form ID, you may add it to the EDGAR database by going to the EDGAR
Filing Website and adding it to your company’s information.
You must file your Form ID application electronically via the EDGAR Filer Management
Website. A notarized authentication document must be attached to your Form ID application or
your Convert Paper Only Filer to Electronic Filer application. Filers who are updating their
passphrase must attach the required notarized documentation to their Update Passphrase request.
Intentional misstatements or omissions of facts constitute federal criminal violations. See 18
U.S.C. 1001.
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Section 3.2, New SEC Filer: Applying for EDGAR Access, contains instructions on how to do
this. You can print various EDGAR-related forms (e.g., Form TH, Form SE) from the
www.sec.gov website. You can also request additional copies from the SEC’s Publications Office
by calling (202) 551-4040, or by making a written request to the following address:
ATTN: Publications Branch
US Securities and Exchange Commission
Mail Stop L610
100 F Street, NE
Washington, DC 20549
You may contact Filer Support at (202) 551-8900 if you require additional information.
After we accept your Form ID application, you will receive instructions on how to obtain the
following four access codes:
●
CIK – Central Index Key:
The CIK is a number that we assign to each entity that submits filings to us. Use of the
CIK allows us to differentiate between filing entities with similar names. A CIK is used to
identify all filers, both EDGAR and non-EDGAR. Individuals should use their own CIK
number and password each time they logon to EDGAR, even if their filings relate to
different registrants.
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 unique
identifier for the submission.
●
CCC – CIK Confirmation Code:
The CCC is a code of eight characters having at least one number (0-9) and at least one
special character (@, #, $, *). The CCC is case-sensitive and you must use it exactly as
created, either in upper or lower case. Because the CCC is case-sensitive, if you use lower
case letters when the CCC is created or changed, you must use lower case letters when
entering the CCC in submission headers. To avoid confusion, we do not use the number 1
(one), the lower-case letter “l” (el), the number 0 (zero), or the capital letter O (oh) in
assigning codes. We suggest that you also avoid using these numbers and letters when
changing your CCC. You will need both a CIK and its corresponding CCC to submit a
filing.
Releasing the CCC To Filing Agents and Financial Printers:
If you use a filing agent, you may release the CCC to your agent because you must
include a CCC in your submission. When a third-party agent submits a filing for
you, the agent uses its own login CIK and password to establish authorization to
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make a submission. However, the agent must use your CIK and CCC in your
submission in order to identify you as the entity for which the submission is being
made.
Changing Your CCC:
We recommend that you change your CCC after a third-party filing agent has used
it for a submission on your behalf. This will prevent the filing agent from
inadvertently making unauthorized filings using your access codes. (This can
occur if a filing agent does not carefully check the codes it uses in a filing prior to
submitting it). You may also want to change your CCC for security purposes. You
will find procedures for changing the CCC in Chapter 4.
●
Password:
The password is a code of eight characters having at least one number (0-9) and at least
one special character (@, #, $, *). The password is case-sensitive and you must use it
exactly as created, either in upper or lower case. You use it in combination with a CIK to
identify the entity making a submission. This entity may be you, or a filing agent, or the
law firm who files on your behalf. Since a CIK is public information, a second,
confidential code is necessary to ensure that whoever is sending a submission to EDGAR
is authorized to do so. You must enter both a CIK and a password to access EDGAR. The
CIK is public and you may give it and the CCC to your agent to make submissions on your
behalf, but you should hold the password in strictest confidence.
Changing Your Password:
We encourage you to change your password frequently, at least annually. You will
find procedures for changing a password in Chapter 4. To change a password, you
must use a Password Modification Authorization Code (PMAC). Your password
will expire 12 months after it was created or last changed. If you are locked out
of EDGAR because your password has expired, you may generate a new set of
EDGAR access codes (PMAC, password, CCC) via the EDGAR Filer
Management Website using your passphrase. If you have also forgotten your
passphrase, you must request a new passphrase (also via the EDGAR Filer
Management Website) before you can generate a new password. A request for a
new passphrase must be accompanied by authentication documentation, and it
must be accepted by the SEC, so be sure to keep your password up to date. (Refer
to Section 4.1, Generating All EDGAR Access Codes, for instructions on how to
generate a new set of EDGAR access codes and how to request a new passphrase.)
●
PMAC – Password Modification Authorization Code:
You must use the PMAC to authorize a change of password. The PMAC is a code of eight
characters having at least one number (0-9) and at least one special character (@, #, $, *).
The PMAC is case-sensitive and you must enter it exactly as created. It is a very private
code, and only one or two persons in an organization should know this code. If you
misplace or have forgotten your PMAC, you may generate a new set of EDGAR access
codes (CCC, password, PMAC) via the EDGAR Filer Management Website
(https://www.filermanagement.edgarfiling.sec.gov) using your passphrase. The CIK is
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public and you may give it and the CCC to your agent to make submissions on your
behalf, but you should hold the PMAC in strictest confidence.
Part of the process of submitting an electronic Form ID application is to specify an
EDGAR passphrase.
●
Passphrase:
The passphrase is used to generate a set of EDGAR access codes (PMAC, password,
CCC). The passphrase follows the PMAC formatting and usage rules (see PMAC).
Because it can be used to generate the EDGAR access codes, the passphrase is a very
sensitive code that should be strictly controlled. Access to it within your organization
should be extremely limited. As mentioned previously, requesting a new passphrase must
be done via the EDGAR Filer Management Website, it must be accompanied by manually
signed and notarized authentication documentation, and it must be accepted by the SEC.
(Refer to Section 4.1, Generating All EDGAR Access Codes, for instructions on how to
generate a new set of EDGAR access codes and how to request a new passphrase.)
The SEC does not keep these codes on file. It is the responsibility of the individual designated as
the Contact for EDGAR on the Form ID to provide these codes to the EDGAR filing parties, and
to keep the codes secure. Section 16 filers must provide their EDGAR codes to their EDGAR
contact at each of the companies for which they are insiders if the companies are going to file on
their behalf. Only ONE set of EDGAR codes will be valid for each individual, so it is essential
that all relevant companies be given the codes. Only one Form ID should be submitted for a
registrant or an individual applicant.
Note: To protect the integrity and security of the data you send, you must limit the number of
people who know your CCC, password, and PMAC.
3.1.1
Accessing the EDGAR Gateway
Any potential filer can access any of the EDGAR websites by using the EDGAR Gateway into the
EDGAR system. Please execute the following procedure:
1. Connect to the Internet.
2. Go to the EDGAR Gateway.
http://www.portal.edgarfiling.sec.gov
The EDGAR Gateway page appears (see Figure 3–1: EDGAR Gateway Page).
This page functions as a gateway to all EDGAR websites. As such, it is strongly
recommended that you bookmark this page or add it to the Favorites list in your
browser.
3. Read the questions and determine which one identifies what you want to accomplish.
If you are a new filer, click the link that says, ‘Would you like to become a new filer or
generate new access codes’.
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The Welcome page for the EDGAR Filer Management Website will appear.
Figure 3–1: EDGAR Gateway Page
3.1.2
Accessing the EDGAR Filer Management Website
Another way to access the EFMW is to go directly to the website by executing the following
procedure:
1. Connect to the Internet.
2. Go to the EFMW
https://www.filermanagement.edgarfiling.sec.gov
The EFMW Home page appears (see Figure 3–2: EDGAR Filer Management Home
Page).
This page functions as a gateway to the website.
3. Click the [Press Here to Begin] button.
The EFMW Welcome page appears (Figure 3–3: EDGAR Filer Management
Welcome Page (Top)).
This page provides access to the electronic Form ID application and other capabilities
provided by the EFMW.
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Figure 3–2: EDGAR Filer Management Home Page
Figure 3–3: EDGAR Filer Management Welcome Page (Top)
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3.1.3
Navigating the EDGAR Filer Management Website (EFMW)
Once you access the EFMW, an option menu appears on the left-hand side of the browser
window. This menu allows you to navigate easily through the EFMW without having to return to
a menu page. This menu is broken down into two different sections:
●
Filer Management
●
Support
Figure 3–4: EFMW Welcome Page Menu
Note that clicking ‘Home’ merely redisplays the EFMW Welcome page. This menu item exists
for consistency with other EDGAR websites (such as the OnlineForms/XML Website) and to
support future functionality. Please note that the links open pop-up windows, so users should not
disable pop-up displays.
3.1.3.1 Filer Management
In the Filer Management section, there are five links:
●
Apply for EDGAR Access (New)
●
Generate Access Codes (New/Replacement)
●
Update Passphrase
●
Convert Paper Only Filer to Electronic Filer
●
EDGAR Access for New Serial Companies
By clicking ‘Applying for EDGAR Access (New)’, you can create a Form ID application and
submit it to the SEC for acceptance. A Form ID application is typically submitted by:
●
A [potential] filer who has not previously filed with the SEC in any media
or
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●
A current filer who needs to file in a new capacity1
Acceptance of a Form ID application results in the creation of a new Central Index Key (CIK)2.
For more details, please refer to Section 3.2, New SEC Filer: Applying for EDGAR Access.
When you click ‘Generate Access Codes (New/Replacement)’ and enter your CIK and your
passphrase3, you are presented with EDGAR access codes (for an existing CIK) that are needed to
perform common “filing” activities. (These EDGAR access codes are the Password Modification
Authorization Code [PMAC], the password, and the CIK Confirmation Code [CCC]). For more
details, please refer to Section 4.1, Generating All EDGAR Access Codes.
By clicking ‘Update Passphrase’, you can create a request for a new passphrase and submit it to
the SEC for review and acceptance. This capability allows an existing EDGAR filer who has
forgotten or wants to change his or her passphrase to get a new passphrase. With a new
passphrase, the filer can regenerate the PMAC, password, and CCC. For more details, please refer
to Section 4.1.1, Requesting an EDGAR Passphrase.
By clicking ‘Convert Paper Only Filer to Electronic Filer’, you can create a request for EDGAR
access and submit it to the SEC for review and acceptance. This capability allows the filer to file
electronically with the SEC in the future. For more details, please refer to Section 3.3.1, Current
Paper Only Filer.
By clicking ‘EDGAR Access for New Serial Companies’, you can create a request for EDGAR
access for a new serial company and submit it to the SEC for review and acceptance. This
capability allows a serial company that was previously created via the submittal of a form 424B
filing to specify a passphrase for access to EDGAR (after the request has been accepted by the
SEC, the serial company can use the passphrase to get the access codes [PMAC, password, and
CCC] that are needed to file with EDGAR). For more details, please refer to Section 4.1.1,
Requesting an EDGAR Passphrase.
3.1.3.2 Support
In the Support section, there are two links:
●
General Help
●
Frequently Asked Questions
3.1.3.2.1
General Help
If you need help while using the EFMW on the Internet, click ‘General Help’ from the menu to
bring up the General Help page (Figure 3–5: EFMW General Help Page) that displays a list of
help topics. When you click on a topic, you are shown information or additional links to specify
the type of assistance you need.
1 “Capacity” in this context is one of the following: filer, filing agent or training agent. It refers to the applicant, not
the person filling out the form.
2 The CIK is a number that is assigned to each entity (company or individual) that submits filings to the SEC. Use of
the CIK allows us to differentiate between filing entities with similar names. A CIK is used to identify all filers, both
EDGAR and non-EDGAR.
3 The EDGAR passphrase is a security code that is used to generate a set of EDGAR access code.
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Figure 3–5: EFMW General Help Page
3.1.3.3 Frequently Asked Questions
Click ‘Frequently Asked Questions’ (FAQ) to open the EFMW Frequently Asked Questions
page. The FAQ page answers the questions about the EFMW that have been asked most often.
You may find the answers helpful while using the EFMW. Click on the hyperlink topic to display
the answer in the lower portion of the window.
3.2
New SEC Filer: Applying for EDGAR Access
This section walks you through the process of applying for access to EDGAR for applicants who
are new to filing with the SEC or who need to file with the SEC in a new role (e.g., filing
agent or training agent). Filers who have previously filed with the SEC on paper and who need
to begin filing electronically should follow the instructions in Section 3.3.1, Current Paper Only
Filer. New serial companies that need EDGAR access should follow the instructions in Section
3.3.2, New Serial Company.
3.2.1
Overview
The process of applying for access to EDGAR consists of two parts as follows:
●
Composing and submitting a Form ID
●
Submitting Authentication documentation
The SEC will not accept a Form ID application without receiving the authentication
document, and the Form ID application will not be accepted in paper format. Access to
EDGAR will not be granted to a potential new filer until both parts (submission of Form ID
and the authentication document) have been completed.
The Form ID application is created and transmitted electronically. A notarized authentication
document must accompany your Form ID application or your request to convert from a Paper to
Electronic Filer. Complete the fillable PDF version of the Form ID that is found on the SEC’s
Public Site; obtain a hardcopy version of the PDF document that has been signed and notarized;
scan the document so that it can be attached; and electronically submit the Form ID application
and the authentication document to the Commission. Filers who are updating their passphrase
must attach their notarized authentication document to their Update Passphrase request.
(Refer to Section 3.2.5, Authentication Documentation, for details.)
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Within the context of a Form ID, the EFMW will:
●
Allow you to provide all of the necessary information required by the SEC rules on an
appropriate data gathering form (Form ID)
●
Allow you to provide your signature and signature date
●
Allow you to verify the information on the form
●
Allow you to edit information on the form where necessary
●
Allow you to upload attachments (i.e., cover letters, exhibits, or correspondence)
●
Allow you to attach the Notarized Authentication PDF Form ID document
●
Allow you to review and confirm your information and then print the submission for your
records
Remember, the Form ID is a legal document. Consider these important notes when composing
your Form ID using the EFMW:
●
Intentional misstatements or omissions of facts constitute federal criminal violations. See
18 U.S.C.1001.
●
Submission of a Form ID with missing required information will be considered
incomplete and will not be accepted – all required fields must be completed.
●
There is no capability to save work in progress, so it is important for you to have all of the
information necessary to complete the form before you begin to assemble your submission
online.
●
When completing the online Form ID, you should have already signed, notarized, and
scanned the hard copy of the Form.
●
You can exit the window at any time to discard your work in progress and start over.
●
Only one applicant per Form ID is allowed (however, a method is provided to make it
easier to submit multiple Form ID applications from the same browser window).
3.2.2
Application (Form ID)
This section outlines the process for composing a Form ID application using the EFMW and then
transmitting the submission to EDGAR for processing.
Note: The instructions provided for the paper Form ID are pertinent to the information that is
entered on the electronic Form ID data entry page. These instructions are available on the
SEC website http://www.sec.gov.
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Before beginning, gather all required information. Be especially sure to do the following:
●
Determine the correct filer attributes: applicant type and company/individual indicator.
●
Ensure that you have identified the necessary contacts (for both EDGAR matters and for
accounting and billing information).
●
Ensure that you have proper and valid postal addresses, telephone numbers and e-mail
addresses at hand.
●
Scan the completed, signed, and notarized Form ID application along with any other
attachments, such as a cover letter or exhibit, save them in the correct format and have the
file names identified4.
The first step for composing a Form ID application is to bring up the Form ID data entry form.
This is accomplished as follows:
1. Connect to the EFMW Welcome page (refer to Section 3.1.2, Accessing the EDGAR
Filer Management Website).
2. Click ‘Apply for EDGAR Access (New)’ in the menu bar.
3. A new browser window opens and the data entry page for the Form ID application
appears (see Figure 3–6: EDGAR Apply for EDGAR Access (New) Page (Top)).
4. Enter the Form ID data, described in the following subsections.
Note: Since the information on the PDF authentication document and the Form ID are
essentially the same, you can save time by cutting and pasting the information
from one document to the other.
4ASCII (*.txt file extension), HTML (*.htm file extension) and PDF attachments are accepted; graphic formats are
not accepted.
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Figure 3–6: EDGAR Apply for EDGAR Access (New) Page (Top)
The information on the Form ID data entry page is sectioned into five parts:
Applicant Information
Basic information about the applicant type and classification of the applicant, as a
company or individual that wishes to file with the SEC.
Note: The ‘Filing Agent’ applicant type must be used only by a financial printer, law firm, or
any other person to send a filing or portion of a filing on behalf of a filer.
Filer Information
Additional information about the applicant when the applicant is a company.
Contact for EDGAR Information, Inquiries and Access Codes
Information about the person who is the applicant’s point of contact for EDGAR-related
information and queries.
Contact for SEC Account Information and Billing Invoices
Information about the person who is the applicant’s point of contact for “financial”
information and queries.
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Signature Information
Typed signature of the applicant, the authorized representative of an applicant that is not
an individual or the individual authorized to sign by the individual applicant or authorized
representative.
Note that the information to be entered is not the same for all applicants and that the data entry
page is customized based upon the values of the filer attributes (Applicant Type and
Company/Individual indicator). The “parts” that are required are based upon these filer attributes
are specified in Table 3–1: EDGAR Form ID, “Parts”.
Table 3–1: EDGAR Form ID, “Parts”
“Form ID” Data Entry Block
Applicant Type
Applicant
Information
Part I
Filer
Contact
Account
Signature
Information Information Information Information
Part II
Part III
Part IV
Part V
Filer (Company)
Yes
Yes
Yes
Yes
Yes
Filer (Individual)
Yes
No
Yes
Yes
Yes
Filing Agent (Company)
Yes
Yes
Yes
Yes
Yes
Filing Agent (Individual)
Yes
No
Yes
Yes
Yes
Institutional Investment
Manager (Form 13F Filer)
(Company)
Yes
Yes
Yes
Yes
Yes
Institutional Investment
Manager (Form 13F Filer)
(Individual)
Yes
No
Yes
Yes
Yes
Investment Company,
Business Development
Company or Insurance
Company Separate Account
(Company)
Yes
Yes
Yes
Yes
Yes
Large Trader (Company)
Yes
Yes
Yes
Yes
Yes
Large Trader (Individual)
Yes
No
Yes
Yes
Yes
Municipal Advisor (Company)
Yes
Yes
Yes
Yes
Yes
Municipal Advisor (Individual)
Yes
No
Yes
Yes
Yes
Non-Investment Company
Applicant under the
Investment Company
Act of 1940 (Company)
Yes
Yes
Yes
Yes
Yes
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“Form ID” Data Entry Block
Applicant Type
Applicant
Information
Part I
Filer
Contact
Account
Signature
Information Information Information Information
Part II
Part III
Part IV
Part V
Non-Investment Company
Applicant under the
Investment Company
Act of 1940 (Individual)
Yes
No
Yes
Yes
Yes
Training Agent (Company)
Yes
No
Yes
No
Yes
Training Agent (Individual)
Yes
No
Yes
No
Yes
Transfer Agent (Company)
Yes
Yes
Yes
Yes
Yes
Transfer Agent (Individual)
Yes
No
Yes
Yes
Yes
3.2.2.1 Data Entry Conventions
The following are some basic EFMW data entry conventions:
●
In Internet Explorer, disabled fields are read-only and are colored gray. In Netscape, the
field is read-only but is not displayed in gray.
●
An asterisk to the right of the label name indicates a required field. (For example,
“Mailing Street 1 *” is a required field.)
●
Press the [Tab] key to move from field to field. (For this purpose, field level help counts as
a field.)
●
Field level help is available by clicking on the label.
●
The [Exit Window] button will close the current data entry session and return to the
EFMW Welcome page. Any data entered or attachments uploaded will be discarded.
3.2.2.2 Data Entry Details
Some significant details about the entry of the information on the Form ID application are
described in the following sections. For each data portion of the data entry page there is a section
and an associated screen shot. Note that the electronic Form ID application is modeled after the
paper Form ID and that any instructions regarding the data to be entered in a field on the paper
form are applicable to the electronic form.
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3.2.2.2.1
Applicant Information
The Applicant Information section of the Form ID application is the first data entry section that is
displayed on the page (equivalent to Part I of the paper form). This information is to be supplied
by all applicants. The filer attributes are the first items in this section (before the Name of
Applicant/Individual) and are critical to the data entry process as they control the data entry fields
that are available on the page. It is recommended that the filer attributes be specified before any
other data and that an effort is made to ensure that they are correct: changing them after data has
been entered in other fields may result in data being lost5. When the page is first displayed, the
filer attributes are set to {“Filer” and “Company”}. Select either the “JOBS Act §106” or
“Foreign Private Issuer Policy” radio button to indicate that you are submitting an access code
request to be able to submit draft registration statements. Refer to Chapter 7 in Volume II of the
EDGAR Filer Manual for more information on draft registration statements.
The Name of Applicant or Name of Individual is the first data entry field after the filer attributes.
The difference between the two is that the Name of Applicant is used for companies only and
consists of a single component, while the Name of Individual is used for individuals only and
consists of four components, one each for Last Name, First Name, Middle Name, and Suffix. As
stated on the web page, the Name will be conformed according to the EDGAR standards. (See
APPENDIX C, AUTOMATED NAME CONFORMANCE RULES, for details of these
conformance rules.) These standards may be viewed online by clicking the link in the Note above
the data entry field. The process of automatic name conformance cannot be turned off or
otherwise prevented or avoided by the requestor or applicant.
The Mailing Address is required and must be entered for all applicants. However, it may also be
used for other addresses on the Form ID application (as described in the appropriate sections).
The TIN is required whenever the applicant is a Company. However, a company that has applied
for but has not yet received a TIN must enter “00-0000000” (zeroes). Remember to update your
TIN when it is received. You must use the EDGAR Filing or OnlineForms/XML website’s Edit
Company Information capability to update the TIN in EDGAR. The TIN is not needed for
Individuals and cannot be entered (the entry of a Social Security Number [SSN] is not required
and is not supported).
Note: The “applicant” is the company or individual who is required to file with the SEC,
not necessarily the person who is filling in the form (although it could be). The term
“requestor” is used to refer to the person who is filling in the form.
5 Data in the “parts” that are common to the filer attributes settings will be preserved; however, data that exists in a
“part” that is not needed based upon the new filer attribute setting is lost. For example, Filer (Company) requires the
entry of Filer Information (Part II) – if you switch the filer attributes to Filer (Individual), any Filer Information that
you may have entered is lost.
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Figure 3–7: EDGAR Form ID Page, Applicant Information
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3.2.2.2.2
Filer Information
The Filer Information section of the Form ID application is the second data entry section that is
displayed on the page (equivalent to Part II of the paper form). This information can be supplied
only for applicants that are companies.
The “Doing Business As” Name is optional. If the filer is a foreign filer, an optional Foreign
Name data entry field is also available. This name is intended for the name of the company in a
non-English language but using only the subset of the standard ASCII (text) character set that is
supported by EDGAR.
The requestor must either explicitly enter the information required for the Business Address or
check the “Business address same as mailing address” box. If the “Business address same as
mailing address” box is checked, EDGAR will copy the Mailing Address information to the
Business Address fields before submitting the Form ID application (this action is not immediate).
When this box is checked, the Business Address data entry fields are disabled (grayed out with
Internet Explorer).
Figure 3–8: EDGAR Form ID Page, Filer Information
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3.2.2.2.3
Contact for EDGAR Information
The Contact for EDGAR Information, Inquiries, and Access Codes section of the Form ID
application is the third data entry section that is displayed on the page (equivalent to Part III of the
paper form). This information must be supplied for all applicants.
The Contact Address is required if any part of the address is different from the Mailing Address.
If the Contact Address is identical to the Mailing Address, the requestor may check the “Contact
address same as mailing address” box and EDGAR will copy the Mailing Address information to
the Contact Address fields before submitting the Form ID application. When this box is checked,
the Contact Address data entry fields are disabled (grayed out with Internet Explorer).
The E-Mail Address is critical to communications between the applicant and EDGAR and its
validity is critical to success. This is because notifications (messages) are sent from EDGAR to
this e-mail address. For example, an e-mail notification is sent to the applicant after his or her
Form ID application is processed by the SEC – if the application is rejected, there is no other way
for the SEC to contact the applicant. (Subsequent notifications may be retrieved from the EDGAR
Filing or OnlineForms/XML websites).
Figure 3–9: EDGAR Form ID Page, Contact for EDGAR Information
Note that our rules require that you keep this information current. After your Form ID application
is accepted and you have your EDGAR access codes, you can use the Edit Company Information
capability of the EDGAR Filing or OnlineForms/XML websites to update this information as
required.
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3.2.2.2.4
Contact for SEC Account Information
The Contact for SEC Account Information and Billing Invoices section of the Form ID
application is the fourth data entry section that is displayed upon the page (equivalent to Part IV
of the paper form). This information is to be supplied for all Filers and Filing Agents.
The Contact Address is required if any part of the address is different from the Mailing Address.
If the Contact Address is identical to the Mailing Address, the requestor may check the “Contact
address same as mailing address” box and EDGAR will copy the Mailing Address information to
the Contact Address fields before submitting the Form ID application. When this box is checked,
the Contact Address data entry fields are disabled (grayed out with Internet Explorer).
Figure 3–10: EDGAR Form ID Page, Contact for SEC Account Information
3.2.2.2.5
Signature
The Signature Information section of the Form ID application is the fifth data entry section that is
displayed upon the page (equivalent to Part V of the paper form). This information is to be
supplied for all applicants. If the applicant is a company, a duly authorized person - such as a
partner, president, treasurer, corporate secretary, officer, or director - must sign the Form ID
application. Individuals may have someone with their power of attorney sign the Form ID
application. Filing agents such as financial printers cannot sign this form on behalf of the issuer
unless they are specifically authorized to do so in writing. The written documentation must be
attached to the Form ID application. Refer to Section 3.2.3.2, Assembling the Form ID
Submission.
The Signature that is entered is the text equivalent of the signer’s manual legal signature. For
example, if Tobias Alowicious Smith uses “T. A. Smith” as his legal signature, the requestor
would enter “T. A. Smith” in this data entry field. Note that the Signature is for the applicant, the
authorized representative of an applicant that is not an individual, or the individual authorized to
sign by the individual applicant or authorized representative, which is not necessarily the person
who is filling in the form (although they could be the same).
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The Title/Position is required only when the applicant is a company.
Figure 3–11: EDGAR Form ID Page, Signature Information
3.2.3
Assembling and Submitting the Form ID Application
After you have entered all of the required data on the Form ID application, you are ready to
complete the process and submit the Form ID application to the SEC for acceptance. You must do
the following to finish the process:
●
Correct any errors
●
Upload the scanned, notarized authentication document in PDF format
●
Upload any additional attachments
●
Define a passphrase
●
Submit the completed Form ID application
Note: The maximum size of a Form ID submission, including all attachments, must not exceed
200 MB.
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3.2.3.1 Verifying the Form ID Application
Note: The figures in this section all contain sample data. Each figure represents the type of data
that can be entered on the Form ID application. The figures are provided as examples of
what you will see; your data will be different.
The next step in the process is to complete the Form ID data entry phase. This is accomplished as
follows:
1. Click the [Continue] button (Figure 3–11: EDGAR Form ID Page, Signature
Information).
EDGAR validates the format and syntax of the information that you provided in the
Form ID application (you are responsible for confirming the accuracy of all
information submitted in the Form). If there are errors in the information provided
(such as missing required fields), your Form ID application with the errors highlighted
will be displayed (Figure 3–12: EDGAR Form ID, Errors (Top)). Follow the
instructions on the screen to correct the errors, and then click the [Continue] button.
Your updated Form ID application will be revalidated; if errors remain, your updated
Form ID application with any errors is displayed. You must correct all errors to
proceed past this point.
For example, the following errors are marked in Figure 3-12:
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Phone [Telephone Number] is not in the correct format
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Figure 3–12: EDGAR Form ID, Errors (Top)
2. If there are no errors in your Form ID application and the name conformance process
changes your Name, a dialog box appears (Figure 3–13: EDGAR Form ID,
Conformed Name Dialog).
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The dialog box gives you the conformed Name of Applicant that will be used when
your Form ID application is submitted. Click the [OK] button in the Conformed Name
dialog box after you have reviewed the information.
Figure 3–13: EDGAR Form ID, Conformed Name Dialog
3. The EFMW Form ID Application Confirmation page appears (Figure 3–14: EDGAR
Form ID Application Confirmation Page (Top) and Figure 3-15: (bottom)).
This page allows you to review the information that will be sent to EDGAR after you
submit this Form ID application. It also provides a way for you to edit any incorrect
information (except for the conformed Name of Applicant), to upload/delete
attachments and to define a passphrase.
Figure 3–14: EDGAR Form ID Application Confirmation Page (Top)
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If you want to change any of the data displayed on the EFMW Form ID Application Confirmation
page, click the [Edit Form ID] button in the middle of the page (Figure 3–15: EDGAR Form ID
Application Confirmation Page (Bottom)).
Figure 3–15: EDGAR Form ID Application Confirmation Page (Bottom)
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The EFMW Form ID application page appears (Figure 3–16: EDGAR Form ID Application Edit
(Top)), prefilled with the data from your original Form ID application. Change any of the data
that you want, and then click the [Continue] button. Your updated Form ID application will be
re-verified; if errors remain, your updated Form ID application with any errors is displayed
(Figure 3–12: EDGAR Form ID, Errors (Top)).
Figure 3–16: EDGAR Form ID Application Edit (Top)
3.2.3.2 Assembling the Form ID Submission
The Form ID application must include a notarized authentication document in PDF format. The
application can include other attachments such as a cover letter or Power of Attorney. To
assemble the Form ID submission (i.e., associate any attachments with your Form ID
application), you must upload them to EDGAR.
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1. If you want to add or delete an attachment, click the [Upload/Delete Attachments]
button in the middle of the page (Figure 3–15: EDGAR Form ID Application
Confirmation Page (Bottom)).
The EFMW Upload/Delete Attachment(s) page appears (Figure 3–17: EDGAR Form
ID Upload/Delete Attachment(s) Page). This page displays a table of the uploaded
attachments and allows you to manage the attachments associated with your Form ID
application.
Figure 3–17: EDGAR Form ID Upload/Delete Attachment(s) Page
2. To add an attachment, click the [Upload Attachment] button. (Any attachments you
plan to include should already have been prepared and saved in the appropriate format
prior to assembling your Form ID submission.) For example, the completed and
printed Form ID application must be signed, notarized, and scanned as a PDF
document ready for upload. Optional attachments such as a cover letter or a Power of
Attorney must be in ASCII or HTML format.
Notes:
(1) Scanned, notarized Form ID authentication document should be attached as
CORRESP document type.
(2) Document attachments must conform to the following standards:
The document file name must be in lower case and no longer than 32
characters in length. The name must start with a letter (a-z) and not contain
spaces. File names may contain digits (0-9), up to one period (.), one hyphen
(-), and one underscore (_) character.
The PDF document attachment must not contain active content (Actions,
embedded JavaScript, etc.), external references (Destinations, Hyperlinks,
etc.), and passwords or document security controls. Refer to Chapter 5,
Section 5.2, of Volume II of the Filer Manual for EDGAR standards on
document formats.
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The Upload Attachment page appears (Figure 3–18: EDGAR Form ID Upload
Attachment Page).
3. Enter the appropriate information in the data entry fields, and then click the [Upload]
button (to return to the Upload/Delete Attachment(s) page without uploading an
attachment, click the [Cancel] button).
The EFMW Upload/Delete Attachment(s) page appears (Figure 3–17: EDGAR Form
ID Upload/Delete Attachment(s) Page) with your new attachment displayed in the
table.
Figure 3–18: EDGAR Form ID Upload Attachment Page
4. To delete an attachment, select the radio button to the left of the attachment you wish
to delete and click the [Delete Attachment] button. The selected attachment will be
discarded and its entry in the table on the Upload/Delete Attachment(s) page will be
removed.
5. Continue to add or delete attachments until you are satisfied, and then click the [OK]
button to return to the Form ID Application Confirmation page.
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3.2.4
Defining a Passphrase
The passphrase is a new EDGAR security code that is used to generate (or regenerate) the
EDGAR access codes needed to make filings via EDGAR with the SEC. The passphrase is not
used to log on to the EDGAR Filing or OnlineForms/XML websites. The passphrase allows a filer
to generate a new set of EDGAR access codes if/when they are forgotten. (Refer to Section 4.1.1,
Requesting an EDGAR Passphrase, for more information.)
It is important to remember that the passphrase and the EDGAR access codes are not assigned to
the requestor of the Form ID, but to the applicant.
The last step prior to submitting your Form ID application to the SEC is to specify a passphrase.
Please remember your passphrase. For security reasons, it cannot be recovered after the Form ID
application window has been exited.
Note: Defining a passphrase must be the last step before submitting a Form ID application to the
SEC. If you enter a passphrase and then click the [Edit Form ID] or [Upload/Delete
Attachments] button, the passphrase is discarded. This sequence of steps helps ensure the
security of the passphrase.
1. To specify your passphrase, enter it in the data entry fields near the bottom of the Form
ID Application Confirmation page (Figure 3–19: EDGAR Form ID Application
Confirmation Page (Bottom)). For security reasons, your passphrase must be eight
characters in length and contain at least one digit and one of the following characters:
{@, #, *, $}.
Figure 3–19: EDGAR Form ID Application Confirmation Page (Bottom)
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3.2.4.1 Submitting a Form ID Application
You are ready to submit the Form ID application to the SEC once you have completed the Form
ID application, added the required notarized authentication document and any additional
attachments, and specified a passphrase.
Consider this step carefully: You cannot easily retract the Form ID application after it has been
submitted. If you decide that you do not want to submit the Form ID application, close the
browser window by clicking the [Exit Window] button at the bottom of the Form ID Application
Confirmation page. If you close the window, all of the data that you have entered on the Form ID
application and any attachments will be discarded.
1. To submit your Form ID application, click the [Submit Form ID] button at the bottom
of the Form ID Application Confirmation page (Figure 3–19: EDGAR Form ID
Application Confirmation Page (Bottom)).
A dialog box appears (Figure 3–20: EDGAR Form ID, Submittal Dialog) asking you
to confirm that you want to submit the Form ID application. If you do not want to
submit it, click the [Cancel] button and the dialog box will disappear; otherwise, click
the [OK] button to submit the Form ID application to the SEC.
Figure 3–20: EDGAR Form ID, Submittal Dialog
Note: After you click the [OK] button, the Form ID application is submitted to the
automated submission processing portion of the EDGAR system. This is the
start of the acceptance process; your subsequent actions in this browser window
will not affect this process. However, the acceptance process for your Form ID
cannot be completed until your authentication document (scanned PDF) has
been reviewed by the Branch of Filer Support. Refer to Section 3.2.5,
Authentication Documentation, for more information.
The EFMW Form ID Application Acknowledgment page appears (Figure 3–21:
EDGAR Form ID Application Acknowledgment Page). This page provides the
Accession Number for the submission (use this number when referring to this
submission) and lists the Form ID information that was submitted).
Note: The Accession Number is a unique code assigned to your Form ID submission.
It has a format of: 9999999996-[Year]-[Sequence Number]
Click the [Print Window] button near the bottom of the page to print this page to make
a copy for your records and to use as your Authentication documentation.
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Figure 3–21: EDGAR Form ID Application Acknowledgment Page
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2. Click the [Exit Window] button near the bottom of the Form ID Application
Acknowledgment page to finish the process by closing the browser window.
A dialog box appears (Figure 3–22: EDGAR Form ID, Exit Window Dialog) asking
you to confirm that you want to exit the browser window. If you do not want to exit,
click the [Cancel] button and the dialog box will disappear; otherwise, click the [OK]
button and the browser window will be closed and the previously entered Form ID
information and any attachments (documents) will be discarded.
Figure 3–22: EDGAR Form ID, Exit Window Dialog
3.2.4.2 Starting Another Form ID Application
If you would like to start another Form ID application, directly from the Form ID Application
Acknowledgment page, click one of the buttons provided for this purpose near the bottom of the
page (Figure 3–21: EDGAR Form ID Application Acknowledgment Page).
3.2.4.2.1
Create New, Blank Form ID
This option returns you to the Form ID Application page (in the same browser window) and
deletes all of the data that you had previously entered. Use this capability when you need to
submit another Form ID application for a company or person whose information is different from
that previously entered.
1. Click the [Create New, Blank Form ID] button near the bottom of the Form ID
Application Confirmation page.
A dialog box appears (Figure 3–23: EDGAR Form ID, New Blank Form Dialog)
warning you that the previously entered Form ID information and any attachments
(documents) will be cleared if you continue. If this is not your desire, click the
[Cancel] button on the dialog box.
Figure 3–23: EDGAR Form ID, New Blank Form Dialog
If you would like to start a new, blank Form ID application, click the [OK] button on
the dialog box. The EFMW Apply for EDGAR Access (New) page appears in the
same browser window without any of the previously entered data. Follow the previous
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instructions (Section 3.2, New SEC Filer: Applying for EDGAR Access) to compose
and submit this new Form ID application.
3.2.4.2.2
Create New, Pre-filled Form ID
After submitting one Form ID application, the Create New, Pre-Filled Form ID option returns you
to the Form ID Application page (in the same browser window) and prefills all of the data entry
fields with the data that you had previously entered, except for the Name of Applicant or Name of
Individual (as appropriate). Use this capability when you need to submit another Form ID
application for a company or person whose information is materially the same as that previously
entered.
1. Click the [Create New, Pre-filled Form ID] button near the bottom of the Form ID
Application Confirmation page.
A dialog box appears (Figure 3–24: EDGAR Form ID, New Pre-filled Form Dialog)
warning you that the previously entered Form ID information and any attachments
(documents) will be retained if you continue. If this is not your desire, click the
[Cancel] button on the dialog box.
Figure 3–24: EDGAR Form ID, New Pre-filled Form Dialog
If you would like to start a new, prefilled Form ID application, click the [OK] button
on the dialog box. The EFMW Apply for EDGAR Access (New) page appears in the
same browser window with all of the previously entered data except for the Name
(which is empty). Follow the previous instructions (Section 3.2, New SEC Filer:
Applying for EDGAR Access) for composing and submitting this new Form ID
application.
3.2.5
Authentication Documentation
The Form ID application must be supplemented with additional verification to help ensure that
the application is authentic. Accordingly, the applicant is required to attach a manually signed,
notarized, and scanned PDF file to their electronic Form ID.
Note: A fillable PDF Form ID is provided for this purpose on the SEC’s Public Site.
3.2.6
Application Acceptance and Applicant Notification
After the SEC receives both the electronic Form ID application and the attached authentication
documentation, the SEC will authenticate the request. A notification message stating the SEC’s
disposition of the application will be sent to the e-mail address provided in the “Contact for
EDGAR Information” part of the Form ID. The disposition will be either “accepted” or
“rejected.”
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If the application was accepted, the e-mail message will include but will not be limited to the
following information:
●
Text saying that the Form ID was accepted by the SEC
●
The new Central Index Key [CIK]
●
Basic directions for how to generate EDGAR access codes
●
The URL of the EDGAR Filer Management Website
If the application was rejected, the e-mail message will include but will not be limited to the
following information:
●
Text saying that the Form ID was rejected by the SEC
●
The reason that the application was rejected
●
Basic instructions on how to resolve the issues
3.3
Current SEC Filer: Applying for EDGAR Access
This section explains the process of applying for access to EDGAR for applicants who are
currently filing with the SEC, unless they seek to file in a different capacity (e.g., “individual,”
“filing agent,” or “training agent”). Other filers should follow the instructions in Section 3.2, New
SEC Filer: Applying for EDGAR Access.
3.3.1
Current Paper Only Filer
Note: The “applicant” is the company or individual who is required to file with the SEC, not
necessarily the person who is filling in the form (although it could be). The term
“requestor” is used to refer to the person who is filling in the form.
This section outlines the process for composing and submitting an EDGAR access request using
the EFMW when the applicant currently makes paper filings (only) with the SEC and wants to
start to file electronically. Before beginning, ensure that you know the Central Index Key (CIK)
of the applicant. If you do not know the CIK, you can look up the applicant by name by
connecting to the EDGAR Company Database at URL
http://www.edgarcompany.sec.gov
and clicking the [Company Search] button. The CIK is one of the items returned by querying this
database.
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3.3.1.1 Converting from Paper to Electronic Filer
To convert from a Paper Only Filer to an Electronic Filer, you must submit the EDGAR access
request. This is accomplished as follows:
1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the EDGAR
Filer Management Website.)
2. Click ‘Convert Paper Only Filer to Electronic Filer’ in the menu bar.
3. A new browser window opens with the data entry page for the EDGAR access request
(Figure 3–25: EDGAR Convert Paper Only Filer to Electronic Filer Page).
Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all of the
EFMW pages.
4. Enter the required data (CIK, passphrase and e-mail address).
Refer to Section 3.2.4, Defining a Passphrase, for more detailed description of the
passphrase. For security reasons, the passphrase must be eight characters in length and
contain at least one digit and one of the following characters: @, #, *, $.
5. Click the [Continue] button near the bottom of the page after entering the data.
Figure 3–25: EDGAR Convert Paper Only Filer to Electronic Filer Page
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The EDGAR Convert Paper Only Filer to Electronic Filer Confirmation Page opens
(Figure 3–26: EDGAR Convert Paper Only Filer to Electronic Filer Confirmation
Page). This page serves as the authentication document for the process.
Figure 3–26: EDGAR Convert Paper Only Filer to Electronic Filer Confirmation Page
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6. Click the [Print Window] button near the bottom of the page to print the authentication
document. The printed document must be signed and notarized.
7. Scan the authentication document and save it in PDF format. Then, click the
[Upload/Delete Attachments] button on the Convert Paper Only Filer to Electronic
Filer Confirmation Page.
Note: The document for uploading must be in PDF format. The acceptance process
cannot be completed until you submit the authentication document to the SEC;
refer to Section 3.3.1.2, Authentication Documentation, for more information.
The EDGAR Upload/Delete Attachment Page opens (Figure 3–27: EDGAR
Upload/Delete Attachment Page). This page is used to manage the attachment
associated with your EDGAR access request.
Figure 3–27: EDGAR Upload/Delete Attachment Page
8. To add an attachment, click the [Upload Attachment] button. The EDGAR Upload
Attachment page opens (Figure 3–28: EDGAR Upload Attachment Page).
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Figure 3–28: EDGAR Upload Attachment Page
9. Click the [Browse] button to select the attachment. Only a PDF document can be
uploaded. The document must have the .pdf file extension.
To cancel an attachment, click the [Cancel] button; to close the browser window, click
the [Exit Window] button.
Note: The Type field defaults to CORRESP and it is non-editable. Refer to
Section 3.2.3.2 for EDGAR standards on document attachments.
10. Enter a description for the attachment, and click the [Upload] button.
The EDGAR Upload/Delete Attachment Page opens and the new attachment is
displayed in the Attached Document List table.
11. Continue to add or delete the attachment as needed, and then click the [OK] button.
Only one authentication attachment is allowed.
Note: The maximum size of a Convert Paper Only Filer to Electronic Filer
submission, including the attachment, must not exceed 200 MB.
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Figure 3–29: New attachment in the Attached Document List table
The Convert Paper Only Filer to Electronic Filer Confirmation Page opens. (Figure
3–30: EDGAR Convert Paper Only Filer to Electronic Filer Confirmation Page
(Bottom))
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Figure 3–30: EDGAR Convert Paper Only Filer to Electronic Filer Confirmation Page (Bottom)
12. Click the [Submit] button (Figure 3–30: EDGAR Convert Paper Only Filer to
Electronic Filer Confirmation Page (Bottom)) to submit the Convert Paper Only Filer
to Electronic Filer request.
A dialog box displays asking for confirmation. (Figure 3–31: EDGAR Convert to
Electronic Filer, “Continue” Dialog Box). To submit the request to EDGAR for
processing, click the [OK] button; to cancel the request, click the [Cancel] button.
Figure 3–31: EDGAR Convert to Electronic Filer, “Continue” Dialog Box
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Note: After you click the [OK] button, the Convert Paper Only Filer to Electronic
Filer request is submitted to the automated submission processing portion of the
EDGAR system. This is the start of the acceptance process; any subsequent
actions in this browser window will not affect this process.
The EFMW Convert Paper Only Filer to Electronic Filer Acknowledgment page
appears (Figure 3–32: EDGAR Convert Paper Only Filer to Electronic Filer
Acknowledgment Page). This page provides the Accession Number for the submission
- use this number when referring to this submission.
Figure 3–32: EDGAR Convert Paper Only Filer to Electronic Filer Acknowledgment Page
13. Click the [Exit Window] button to complete the process and close the browser
window.
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3.3.1.2
Authentication Documentation
The Convert Paper Only Filer request must be supplemented with an additional authentication
document to ensure that the request is authentic. The authentication document must be signed and
notarized, and include the following information:
●
CIK
●
Name associated with that CIK
●
Current Company Mailing Address
●
Contact Person
●
Contact Telephone Number
●
Signature of authorized person
●
Printed Name of Signature
●
Title of Person Signing
3.3.1.3 Request Acceptance and Applicant Notification
After the SEC receives both the electronic Convert Paper Only Filer to Electronic Filer request
and the attached authentication documentation, the SEC will authenticate the request. A
notification message stating the SEC’s disposition of the request will be sent to the e-mail address
provided in the request. The disposition will be either “accepted” or “rejected.”
If the request is accepted, the e-mail message will include but will not be limited to the following
information:
●
Text saying that the request was accepted by the SEC
●
Text stating that the specified passphrase was activated
●
Basic directions for how to generate EDGAR access codes
●
Instructions on how to review and update your company information (e.g., Business
Address) to ensure that it is accurate and up-to-date
●
The URL of the EDGAR Filer Management Website
If the request is rejected, the e-mail message will include but will not be limited to the following
information:
●
Text saying that the request was rejected by the SEC
●
The reason that the request was rejected
●
Basic instructions on how to resolve the issue
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3.3.2
New Serial Company
Note: The “applicant” is the company or individual who is required to file with the SEC,
not necessarily the person who is filling in the form (although it could be). The term
“requestor” is used to refer to the person who is filling in the form.
A serial company is created as a result of a “parent” company filing a Form 424B6, using a serial
tag, with the SEC. When the 424B submission is accepted by the SEC, the serial company is
created in EDGAR and a [new] CIK is assigned. However, the act of creating the serial company
in EDGAR does not automatically result in EDGAR access for the new company: the new serial
company must request access to EDGAR. This section outlines the process for composing and
submitting an EDGAR access request using the EFMW when the applicant is a newly created
serial company.
Before beginning, ensure that you know the Central Index Key (CIK) of the applicant (it will be
specified in the notification message sent to the parent company by EDGAR after the SEC
accepts the Form 424B). If you do not know the CIK, you can look up the serial company by
name using the EDGAR Company Database at URL:
http://www.edgarcompany.sec.gov
and clicking the [Company Search] button. The CIK is one of the items returned by querying this
database.
Note: The EDGAR Company Database is updated nightly so it will be populated with the new
serial company’s CIK no earlier than the day after the 424B that created it is accepted.
3.3.2.1 Composing the New Serial Company Access Request
To compose a new serial company access request, bring up the EDGAR access request data entry
form. This is accomplished as follows:
1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the EDGAR
Filer Management Website.)
2. Click ‘EDGAR Access for New Serial Companies’ in the menu bar.
3. A new browser window opens and the data entry page for the EDGAR access request
appears (Figure 3–33: EDGAR Access for New Serial Companies Page).
Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all of the
EFMW pages.
6 “424B” is a shorthand reference for Forms 424B1, 424B2, 424B3, 424B4, 424B5, 424B6, and 424B7.
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Figure 3–33: EDGAR Access for New Serial Companies Page
4. Enter the required data (CIK, passphrase and e-mail address)
Refer to Section 3.2.4, Defining a Passphrase, for a more detailed description of the
passphrase. For security reasons, the passphrase must be at least eight characters in
length and contain at least one digit and one of the following characters:{@, #, *, $}.
5. Click the [Continue] button near the bottom of the page when you are satisfied with
the data that you entered.
The EDGAR Access for New Serial Companies Confirmation page appears. (Figure
3–34: EDGAR Access for New Serial Companies Confirmation Page). This page
serves as the authentication document for the process.
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Figure 3–34: EDGAR Access for New Serial Companies Confirmation Page
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6. Click the [Print Window] button near the bottom of the page to print the authentication
document for the process. The printed document must be signed and notarized.
7. Scan the authentication document and save it in PDF format. Then, click the
[Upload/Delete Attachment] button on the EDGAR Access for New Serial Companies
Confirmation page.
Note: The acceptance process cannot be completed until you submit the authentication
document to the SEC; refer to Section 3.3.2.2, Authentication Documentation,
for more information.
The EDGAR Upload/Delete Attachment page opens. (Figure 3–35: EDGAR
Upload/Delete Attachment Page). This page is used to manage the attachment
associated with your EDGAR request.
Figure 3–35: EDGAR Upload/Delete Attachment Page
8. To add an attachment, click the [Upload Attachment] button. The EDGAR Upload
Attachment page opens. (Figure 3–36: EDGAR Upload Attachment Page).
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Figure 3–36: EDGAR Upload Attachment Page
9. Click the [Browse] button to select the attachment. Only one document can be
uploaded and the document must have the .pdf file extension.
Note: The Type field for the document defaults to CORRESP and is non-editable.
Refer to Section 3.2.3.2 for EDGAR standards on document attachments.
To cancel an attachment, click the [Cancel] button; to close the browser window, click
the [Exit Window] button.
10. Enter a description for the attachment and click the [Upload] button. The EDGAR
Upload/Delete Attachment page opens and the new attachment is displayed in the
Attached Document List table.
11. Continue to add or delete the attachment as needed, and then click the [OK] button.
The EDGAR Access for New Serial Companies Confirmation page appears.
12. Click the [Submit] button to submit the New Serial Company Access request.
A dialog box appears (Figure 3–37: EDGAR New Serial Company Access,
“Continue” Dialog) asking you to confirm that you want to submit the request. To
submit the request to EDGAR for processing, click the [OK] button; to cancel the
request, click the [Cancel] button.
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Figure 3–37: EDGAR New Serial Company Access, “Continue” Dialog
Note: After you click the [OK] button, the EDGAR Access for New Serial Companies
request is submitted to the automated submission processing portion of the
EDGAR system. This is the start of the acceptance process; your subsequent
actions in this browser window will not affect this process.
The EFMW EDGAR Access for New Serial Companies Acknowledgment page
appears (Figure 3–38: EDGAR Access for New Serial Companies Acknowledgment
Page). This page provides the Accession Number for the submission - use this number
in the future when referring to this submission.
Figure 3–38: EDGAR Access for New Serial Companies Acknowledgment Page
Note: The Accession Number is a unique code assigned to your submission. It has a
format of: 9999999996-[Year]-[Sequence Number].
13. Click the [Exit Window] button to complete the process and close the browser
window.
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3.3.2.2 Authentication Documentation
The EDGAR Access for New Serial Companies must be supplemented with an additional
authentication document to ensure that the request is authentic. The authentication document must
be signed and notarized, and include the following information:
●
CIK
●
Name associated with that CIK
●
Name of the contact person for purposes of this request
●
Contact person of the parent company on database
●
Contact telephone number of the parent company on database
●
Accession number of the 424B filing that created the serial company
●
Printed or typed signature of authorized person
3.3.2.3 E-mail Notification of Acceptance or Rejection
After the SEC receives both the electronic EDGAR Access for New Serial Companies request
and the associated authentication documentation, the SEC will authenticate the request. A
notification message stating the SEC’s disposition of the request will be sent to the e-mail address
provided in the request. The disposition will be either “accepted” or “rejected.”
If the request is accepted, the e-mail message will include but will not be limited to the following
information:
●
Text saying that the request was accepted by the SEC
●
Text stating that the specified passphrase was activated
●
Basic directions for how to generate EDGAR access codes
●
The URL of the EDGAR Filer Management Website
If the request is rejected, the e-mail message will include but will not be limited to the following
information:
3.4
●
Text saying that the request was rejected by the SEC
●
The reason that the request was rejected
●
Basic instructions on how to resolve the issue
Creating an Asset Backed Securities Issuing Entity
Request Asset-Backed Securities (ABS) Issuing Entities Creation allows an Asset-Backed
Securities Depositor to request the creation of up to 100 related Issuing Entities. The depositor
must have a SIC code 6189 in order to initiate this request.
Note: It is advisable to limit the number of companies specified in any one request. If there is a
problem with the appropriateness of one of the names of the Issuing Entities, your request
may be rejected. If this happens, then you must resubmit your entire request.
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Once you have logged into EDGAR and accessed the Retrieve/Edit Company and Submission
Data page, you can prepare a request to create ABS Issuing Entities:
1. Login to EDGAR.
2. When you reach the EDGAR Welcome page, click ‘Retrieve/Edit Data’.
3. Figure 3–39: 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 the [Continue] button.
Figure 3–39: Retrieve/Edit Data Page
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Figure 3–40: Retrieve/Edit Company and Submission Data Page appears.
Figure 3–40: Retrieve/Edit Company and Submission Data Page
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4. Click ‘Request Asset-Backed Securities (ABS) Issuing Entities Creation’. The Add
ABS Issuing Entities page appears, as shown in Figure 3–41: Add ABS Issuing
Entities Page.
Figure 3–41: Add ABS Issuing Entities Page
5. For each Issuing Entity to be created, you must provide the following information:
Company Name:
Note: This “Company Name” must be in English! Also, the value that you enter will
be conformed to meet EDGAR standards. These standards can be accessed by
clicking on the link in the note above the Company Name field.
E-mail Address
Re-enter E-mail Address
Passphrase
Note: Your passphrase must be eight (8) characters long and must contain at least one
digit and one of the following characters: @, #, *, or $. Please remember the
passphrase as you type, as the passphrase will not be displayed.
Re-enter Passphrase
On this screen, required fields are indicated by an asterisk (*). If you do not fill in all
required fields, you will be prompted with an error upon submission. If you want to
cancel the changes, click the [Cancel] button at any time. If you do cancel your request
then you will lose all data you entered in the request.
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6. Once you have completed the required information you can either add another
company by clicking the [Add Another Company] button; or, you can go on to the
next step by clicking the [OK] button.
7. When you click the [OK] button the “Request ABS Issuing Entities Creation
Information” page will be displayed showing each requested company with its
conformed name and e-mail address as shown in Figure 3–42: Request ABS Issuing
Entities Creation Information Page
Figure 3–42: Request ABS Issuing Entities Creation Information Page
8. From here you can choose to continue to add companies to your request, modify one
of your entries that you entered as part of this request, delete one of your entries that
you entered as part of this request, print your requested entries, or submit your request.
Please note that requested information is not saved until you verify and submit your
request. To verify and submit your request, click the [Verify/Submit] button. When
you click the [Verify/Submit] button a Request ABS Issuing Entities Creation
Confirmation screen will be displayed as shown in Figure 3–43: Request ABS Issuing
Entities Creation Confirmation Page.
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Figure 3–43: Request ABS Issuing Entities Creation Confirmation Page
9. Carefully review your requested information, then either click the [Confirm/Submit]
button to submit your request or click the [Continue Edit] button to return to the
Request ABS Issuing Entities Creation Information screen.
Note: Intentional misstatements or omissions of facts constitute federal criminal
violations. See 18 U.S.C.1001.
10. When you click the [Confirm/Submit] button, the Request ABS Issuing Entities
Creation Result screen will be displayed with the EDGAR accession number of your
request displayed as shown in Figure 3–44: Request ABS Issuing Entities Creation
Result Page.
Figure 3–44: Request ABS Issuing Entities Creation Result Page
11. SEC’s Branch of Filer Support staff will review your request. They can reject any
requested name if it is deemed unacceptable.
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Once Filer Support processes your request EDGAR will send a notification message to your
e-mail address and to the e-mail address of each requested Issuing Entity. If your request was
accepted then the notification message would contain the CIK associated with each requested
Issuing Entity name along with instructions on how the Issuing Entities can generate their
EDGAR access codes. If your request was rejected then the notification message will contain the
reason why your request was rejected. You must re-submit another request to create
Asset-Backed Securities Issuing Entities addressing the issue in which the initial request was
rejected and including all of the Issuing Entities and associated information that were entered on
the initial request.
3.5
Examples of Notification Messages
This section contains examples of the notification messages that EDGAR will send to the
applicant/filer in response to a Form ID application, a Convert Paper Only Filer to Electronic Filer
request and an EDGAR Access for New Serial Companies request. For each type of submission,
examples of both an acceptance message and a rejection message are provided.
These messages will be sent to the e-mail address specified by the requestor or to the filer’s e-mail
address on record. If they are associated with a valid CIK, they will also be posted to the EDGAR
Filing and OnlineForms/XML websites (the rejection message for a Form ID application will
never be posted to these websites as a CIK does not exist for the applicant).
Note: None of the data contained in these messages is real; it merely represents the type of data
that would typically be contained in the message. Do not attempt to use any of this data
with the EDGAR system.
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3.5.1
Form ID Application Messages
Figure 3–45: EDGAR Form ID Application Notification, Accepted
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Figure 3–46: EDGAR Form ID Application Notification, Rejected
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3.5.2
Convert Paper Only Filer to Electronic Filer Request
Figure 3–47: EDGAR Convert to Electronic Filer Notification, Accepted
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Figure 3–48: EDGAR Convert to Electronic Filer Notification, Rejected
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3.5.3
EDGAR Access for New Serial Companies Request
Figure 3–49: EDGAR New Serial Access Notification, Accepted
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Figure 3–50: EDGAR New Serial Access Notification, Rejected
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4.
GENERATING EDGAR ACCESS CODES
There are two methods for generating access codes on the EDGAR system. The first is to generate
all of the codes when the EDGAR system has accepted your application for access. Generally,
there are three situations when this process is used:
●
For a new electronic filer.
●
For an electronic filer who has forgotten their EDGAR access codes.
●
For an electronic filer who wants to change EDGAR access codes for security purposes.
●
For an electronic filer whose password has expired.
Section 4.1, Generating All EDGAR Access Codes, explains generating a complete set of access
codes. If your Form ID application for EDGAR access has not been accepted by the SEC, please
refer to Section 3.2, New SEC Filer: Applying for EDGAR Access. If you are an existing filer and
would like to change individual codes, either your CCC or Password, Section 4.1.3, Changing
your CCC or Password, explains this process. Finally, some filers who have not logged onto the
EDGAR system since the origination of passphrases may be asked to create a passphrase for the
first time. Please see Section 4.1.4, Creating a Passphrase for the First Time, for details.
The second method of generating access codes is to generate them individually. In Section 4.1.1,
Requesting an EDGAR Passphrase, the process for requesting an EDGAR passphrase is
described.
4.1
Generating All EDGAR Access Codes
This section describes how to generate a complete set of EDGAR access codes (PMAC,
password, and CCC). To perform this function, the filer must have a current, valid CIK and
passphrase.
You cannot obtain individual access codes using the EFMW, only a complete set. However, the
EDGAR Filing and OnlineForms/XML websites allow you to generate just a new password (if
you know the filer’s PMAC) or just a new CCC (if you know the filer’s password). Please see
later subsections for these details.
As long as a filer’s EDGAR access codes are appropriately protected and kept current, this
capability is not often needed. (The password expires yearly; the PMAC and CCC do not expire.)
Before beginning, ensure that you know the Central Index Key (CIK) of the filer. (It will be
specified in the notification message that was sent when the filer’s electronic Form ID application
was accepted). If you do not know the CIK, you can look up the filer name in the EDGAR
Company Database at URL:
http://www.edgarcompany.sec.gov
If you enter the Company Name and click the [Company Search] button to query the database, the
CIK is one of the items returned.
You must also know the filer’s passphrase. (The passphrase was specified in connection with the
electronic Form ID application, on an Update Passphrase request, on a Convert Paper Only Filer
to Electronic Filer request, or on an EDGAR Access for New Serial Companies request).
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The first step in generating a set of EDGAR access codes is to open the EDGAR Generate Access
Codes data entry form. This is accomplished as follows:
1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the EDGAR
Filer Management Website.)
2. Click ‘Generate Access Codes (New/Replacement)’ in the menu bar.
3. A new browser window opens and the Generate Access Codes (New/Replacement)
page appears (Figure 4–1: EDGAR Generate Access Codes (New/Replacement)
Page).
4. Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all of the
EFMW pages.
Figure 4–1: EDGAR Generate Access Codes (New/Replacement) Page
5. Enter the required data (CIK and Passphrase).
6. Click the [Generate Access Codes] button near the bottom of the page.
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A dialog box appears (Figure 4–2: EDGAR Generate Access Codes, “Continue”
Dialog) asking you to confirm that you want to submit the request. If you do not want
to submit the request, click the [Cancel] button and the dialog box will disappear;
otherwise, click the [OK] button.
Figure 4–2: EDGAR Generate Access Codes, “Continue” Dialog
If you clicked the [OK] button, the EFMW Generate Access Codes Acknowledgment
page appears (Figure 4–3: EDGAR Generate Access Codes Acknowledgment Page).
This page provides the filer’s CIK and a set of new EDGAR access codes that are
associated with that CIK. You should remember these codes, after you close this
page there is no way to recover them -- if you forget them, you will need to generate
a new set.
Figure 4–3: EDGAR Generate Access Codes Acknowledgment Page
Note: The CIK and EDGAR access codes specified in Figure 4-3 are examples only;
do not attempt to use these codes with EDGAR!
7. Click the [Exit Window] button to close the browser window and finish the process.
No confirming dialog box is displayed—the browser window is just closed.
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4.1.1
Requesting an EDGAR Passphrase
This section describes how to request a new EDGAR passphrase for:
●
A filer who has forgotten their passphrase.
●
A filer who wants to change a passphrase for security purposes.
This capability is not needed as long as a filer’s passphrase and EDGAR access codes are
appropriately protected and kept current (the password expires yearly; the passphrase, PMAC and
CCC do not expire).
4.1.1.1 Composing the New Passphrase Request
To compose a new passphrase request, bring up the EDGAR passphrase request data entry form.
This is accomplished as follows:
1. Connect to the EFMW Welcome page. (Refer to Section 3.1.2, Accessing the EDGAR
Filer Management Website.)
2. Click ‘Update Passphrase’ in the menu bar.
3. A new browser window opens and the data entry page for the Update Passphrase page
appears (Figure 4–4: EDGAR Update Passphrase Page).
Refer to Section 3.2.2.1, Data Entry Conventions, for the standards used on all of the
EFMW pages, including this one.
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Figure 4–4: EDGAR Update Passphrase Page
4. Enter the required data (CIK and passphrase) and a reason for making the request
(optional).
Refer to Section 3.2.4, Defining a Passphrase, for a more detailed description of the
passphrase. For security reasons, the passphrase must be at least eight characters in
length and contain at least one digit and one of the following characters: {@, #, *, $}.
The Reason for Request data entry field is optional and allows you to enter free-form
text explaining why the filer needs a new passphrase. This allows you to provide
information that may help the SEC process your request.
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5. Click the [Continue] button near the bottom of the page after entering the data.
The Update Passphrase Confirmation page appears (Figure 4–5: EDGAR Update
Passphrase Confirmation Page). This page serves as the authentication document for
the process.
Figure 4–5: EDGAR Update Passphrase Confirmation Page
6. Click the [Print Window] button near the bottom of the page to print the authentication
document. The printed document must be signed and notarized.
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7. Scan the authentication document and save it in PDF format. Then, click the [Upload/
Delete Attachments] button on the Update Passphrase Confirmation page.
Note: The acceptance process cannot be completed until you submit the authentication
document to the SEC; refer to Section 4.1.1.2, Authentication Documentation,
for more information.
The EDGAR Upload/Delete Attachment page opens (Figure 4–6: EDGAR Upload/
Delete Attachment Page). This page is used to manage the attachment associated with
your EDGAR access request.
Figure 4–6: EDGAR Upload/Delete Attachment Page
8. To add an attachment, click the [Upload Attachment] button. The EDGAR Upload
Attachment page opens (Figure 4–7: EDGAR Upload Attachment Page).
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Figure 4–7: EDGAR Upload Attachment Page
9. Click the [Browse] button to select the attachment. Only one document can be
uploaded and the document must have the .pdf file extension.
Note: The Type field defaults to CORRESP and it is non-editable. Refer to Section
3.2.3.2 for EDGAR standards on document attachments.
10. Enter a description for the attachment and click the [Upload] button. The EDGAR
Upload/Delete Attachment page opens and the new attachment is displayed in the
Attached Document List table.
To cancel an attachment, click the [Cancel] button; to close the browser window, click
the [Exit Window] button.
11. Continue to add or delete the attachment as needed, and then click the [OK] button.
The Update Passphrase Confirmation page appears.
12. Click the [Submit] button to submit the Update Passphrase request.
A dialog box displays asking for confirmation (Figure 4–8: EDGAR Update
Passphrase, “Continue” Dialog). To submit the request to EDGAR for processing,
click the [OK] button; to cancel the request, click the [Cancel] button.
Figure 4–8: EDGAR Update Passphrase, “Continue” Dialog
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Note: After you click the [OK] button, the EDGAR Update Passphrase request is
submitted to the automated submission processing portion of the EDGAR
system. This is the start of the acceptance process; your subsequent actions in
this browser window will not affect this process.
The EFMW EDGAR Update Passphrase Acknowledgment page appears (Figure 4–9:
EDGAR Update Passphrase Acknowledgment Page). This page provides the
Accession Number for the submission; use this number when referring to this
submission.
Figure 4–9: EDGAR Update Passphrase Acknowledgment Page
13. Click the [Exit Window] button to complete the process and close the browser
window.
4.1.1.2 Authentication Documentation
The Update Passphrase request must be supplemented with an additional authentication document
to ensure that the request is authentic. The authentication document must be signed and notarized,
and include the following information:
●
CIK
●
Name associated with that CIK
●
Name of the contact person for purposes of this request
●
Contact person
●
Contact telephone number
●
Manual signature of authorized person
●
Printed name of authorized person
●
Title of authorized person
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4.1.1.3 E-mail Acceptance or Rejection Notification
After the SEC receives both the electronic EDGAR Update Passphrase request and the attached
authentication documentation, the SEC will authenticate the request. A notification message
stating the SEC’s disposition of the request will be sent to the e-mail address provided in the
request. The disposition will be either “accepted” or “rejected.”
If the request is accepted, the e-mail message will include but will not be limited to the following
information:
●
Text stating that the request was accepted by the SEC
●
Text stating that the specified passphrase was activated
●
Basic directions for how to generate EDGAR access codes
●
The URL of the EDGAR Filer Management Website
If the request is rejected, the e-mail message will include but will not be limited to the following
information:
●
Text saying that the request was rejected by the SEC
●
The reason that the request was rejected
●
Basic instructions on how to resolve the issue
These messages will be sent to filer’s e-mail address of record. If they are associated with a valid
CIK, they will also be posted to the EDGAR Filing and OnlineForms/XML websites.
Note: None of the data contained in these messages is real; it merely represents the type of data
that would typically be contained in the message. Do not attempt to use any of this data
with the EDGAR system.
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4.1.2
Update Passphrase Request
Figure 4–10: EDGAR Update Passphrase Notification, Accepted
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Figure 4–11: EDGAR Update Passphrase Notification, Rejected
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4.1.3
Changing your CCC or Password
Usually, changing all of your access codes will not be required. A more routine procedure would
be to change either your password or CCC. Your password allows you access to the EDGAR
systems, including all websites. You should not share this password with anyone outside your
company. It is appropriate to change your password under the following circumstances:
●
Key staff who held the password are no longer employed by your company
●
You are concerned that your password has been given to outsiders
●
Your company policies require the routine update of the password at intervals other than
required by EDGAR.
The CCC allows you the flexibility to permit others to file on your behalf, usually filing agents. It
is prudent to change this code after another party submits each filing. This is especially important
if you use more than one filing agent. If you do not follow this policy or do not use more than one
agent, then at the very least, the code needs to be refreshed if you change filing agents. The
integrity of this code is your responsibility; please do not give this code to anyone who does not
need to use it on your behalf.
Once on the main EDGAR Welcome page, if you need to change your access codes, click
‘Retrieve/Edit Data’.
The Change Company Password or CCC option has a page for you to select either of two options
as shown in Figure 4–12: Change Company Password or CCC Page:
●
Change Password
●
Change CCC (CIK Confirmation Code)
Click the ‘Change Company Password or CCC’ option on the Retrieve/Edit Data page, and this
page will appear.
Figure 4–12: Change Company Password or CCC Page
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Your EDGAR password is good for only twelve (12) months. Be sure you change your password
on the EDGAR Filing Website before it expires.
4.1.3.1 Changing Your Password
1. Click the ‘Change Password’ link on the Change Company Password or CCC page.
Figure 4–13: Change Company Password
Note: Your password must contain eight characters with at least one letter, one
number, and one of the following characters: @, #, *, $.
2. When the Change Password page appears, enter the company’s CIK, Old Password,
New Password, Confirm the New Password, and Password Modification Access Code
(PMAC).
3. Click the [Change Password] button.
Figure 4–14: Change Password Results Page
Note: All CCCs and passwords are case-sensitive and must be entered correctly.
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4.1.3.2 Changing Your CCC (CIK Confirmation Code)
You can change your CCC at anytime.
To change your CCC:
1. Click the ‘Change CCC’ link on the Change Company Password or CCC page.
2. Enter your CIK, Password, new CCC, and Confirm New CCC.
3. Click the [Change CCC] button.
Figure 4–15: Change CCC (CIK Confirmation Code) Page
Note: Your CCC must contain eight characters with at least one letter, one number,
and one of the following characters: @, #, *, $.
The Change CCC Results page appears, confirming your CCC change. This change is
effected immediately on the EDGAR Filing Website. If you exit the site and try to
login again, you must use the new CCC.
Figure 4–16: Change CCC Results Page
If you mistyped your CIK or CCC, you may see the Invalid CIK/CCC error screen.
Click the [Back] button on your browser and enter it again. If you are still having
problems, please call Filer Support at (202) 551-8900 for help.
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4.1.4
Creating a Passphrase for the First Time
When logging into any of the EDGAR websites, if your CIK and password are valid and you have
a passphrase, the Welcome page appears. Some filers, who have not logged into the system for a
long time, may find that they have not yet created a passphrase since the introduction of this
process on the EDGAR system. Filers will only have to follow this process once; however, the
EDGAR system will not let you proceed until the passphrase has been created. The first screen
you will see is shown in Figure 4–17: The EDGAR Create Passphrase Page.
Figure 4–17: The EDGAR Create Passphrase Page
1. To define a passphrase, type it in the data entry fields provided. (The passphrase is not
displayed and it is an important security code: typing it twice ensures that no
typographical errors occur during entry.)
2. Enter your existing PMAC (doing so verifies that you have the right to define a
passphrase). If you have forgotten your PMAC, contact our Filer Support Staff at
(202) 551-8900 for help.
3. Click the [Create Passphrase] button. If your new passphrase is in the correct format (it
must be in the same format as the PMAC) and the PMAC is valid for the CIK, the
Create Passphrase Results page is displayed. (You will be informed of any errors in
the data entered and will be required to correct them before you can proceed.)
Figure 4–18: The EDGAR Create Passphrase Results Page
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4. Click the [Continue to EDGAR Welcome] button. The Welcome page appears.
Figure 4–19: The EDGAR Welcome Page (Top)
Notes:
●
If you mistype your password, EDGAR considers it an invalid password and access to
EDGAR is denied.
●
If you accidentally mistype the CIK or password, you can press the [Back] button to return
to the Login page, and try again.
●
If your CIK and password do not match those saved in the database, you will see an
Invalid Login page. If you find you are getting the Invalid Login page and your CIK and
password are entered correctly, please contact Filer Support at (202) 551-8900 for help.
●
Additional error messages you may see are Password Login Expiration messages. There
are two different types of messages: Login Password to Expire Soon or Login Password
Expired. If your password expires soon or if your password has expired within the last 10
days, EDGAR allows you to create a new password using your PMAC. If you have a
passphrase, you can get a new set of EDGAR access codes (including a password) using
the EDGAR Filer Management Website – even if your password has been expired for
more than 10 days. If you need assistance, contact our Filer Support Staff at (202) 5518900 for help.
●
The passphrase is a security code and is used to generate EDGAR access codes. You must
define a passphrase before you can access any of the EDGAR capabilities.
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5.
MAINTENANCE OF COMPANY DATA
Once you have obtained your access codes and are a registered EDGAR filer, you should
maintain your company data. This chapter will help you by illustrating the process of maintaining
your data.
5.1
Login to EDGAR
To enter or edit your company information, change your password or CCC, or check the status of
a submission, you will need to login to EDGAR:
1. Connect to the Internet.
2. Go to the EDGAR Gateway: http://www.portal.edgarfiling.sec.gov.
3. Click the ‘Are you an EDGARLink Online filer or would you like to create a new
Asset-Backed Securities Issuing Entity?’ link.
4. The EDGAR Filing Website login page is displayed where you must enter your access
data.
5. Click in the CIK field and enter your CIK.
6. Press [Tab] and enter your password.
7. This is your login password, not your CCC, or PMAC. Your password is
case-sensitive.
8. Click the [Login to EDGAR] button.
9. The Create Passphrase page appears if your CIK and password are valid and you do
not have a passphrase. Refer to Section 4.1.4, Creating a Passphrase for the First Time,
if you are asked to create a passphrase.
10. If your CIK and password are valid and you have a passphrase, the Welcome page
appears.
5.2
Accessing Submission and Company Information
1. When you reach the EDGAR Filing Website Welcome page, click ‘Retrieve/Edit
Data’ in the menu on the left side of the page under the category “Information
Exchange”.
2. The Retrieve/Edit Data page appears and prompts you for your CIK and CCC
information:
Enter your CIK in the CIK field and press [Tab].
Enter your CCC in the CCC field.
Click the [Continue] button.
This page verifies that you have access to retrieve or edit information on the EDGAR
system.
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Figure 5–1: Retrieve/Edit Data Page
The next screen is the Retrieve/Edit Company and Submission Data page, which is
shown in Figure 5–2: Retrieve/Edit Company and Submission Data Page. You can
access the following functions from this page by clicking the [Continue] button:
Retrieve Submission Information
Retrieve Company Information
Retrieve Module/Segment Information
Retrieve Return Copies
Enter Series and Classes (Contracts) Information
Request Asset-Backed Securities (ABS) Issuing Entities Creation
Request Return of Unused Funds
Retrieve Balance Information
View Account Activity Statement
Change Company Password or CCC
Enter Another CIK/CCC
You can use any of these functions to update your company information, CCC, or
password via the EDGAR Filing Website.
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Figure 5–2: Retrieve/Edit Company and Submission Data Page
5.3
Retrieve Company Information
Another feature in EDGAR is the ability to retrieve and update your company information from
the EDGAR Filing Website. (From EDGAR's perspective, every CIK belongs to a filing entity
generally referred to as “company.” In this case, each reporting owner is a “company.”) Once you
have logged into EDGAR and accessed the Company and Submission Information Retrieval
page, you can retrieve your company information:
1. Click ‘Retrieve Company Information’. The Company Information page appears.
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Figure 5–3: Company Information Page
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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 that only the information pertinent to you based upon your filer attributes (Filer
Type and Company/Individual indicator) will be displayed. For example, if you are a “Filing
Agent” or “Training Agent” the Filer Information section will not be displayed.
Note: You cannot change your CIK.
You can print this page using your browser’s print function for future reference.
For general company queries (including wildcard searches) please search the EDGAR Company
database (http://www.edgarcompany.sec.gov).
5.4
Edit Company Information
It is the obligation of the registrant to keep the company information on EDGAR current
and valid. All changes to your company information are made immediately except for changes to
your company's name. Our Filer Support staff needs to review any change to your company's
name to ensure that it is appropriate.
Note: Filers that are registered as Broker-Dealers cannot update their company information
(except for e-mail address) through the ‘Retrieve/Edit Data’ link on the EDGAR Filing
Website. Instead, they must submit a Form BD/A (Amendment) to FINRA to update their
company information. The Form BD/A filing will automatically update the company
information in EDGAR, and thereafter the new company address information will be
pre-populated into the applicable address fields on future EDGAR submissions.
Once you have logged into EDGAR and accessed the Company and Submission Information
Retrieval page, you can edit your company information:
1. Scroll to the bottom and click the [Edit Company Information] button. The Edit
Company Information page appears.
Note that only the information pertinent to you based upon your filer attributes
(Filer Type and Company/Individual indicator) will be displayed. For example, if
you are a “Filing Agent” or “Training Agent” the Filer Information section will not
be displayed.
On this screen, required fields are indicated by an asterisk (*). If you do not fill in all
required fields, you will be prompted with an error upon submission.
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Figure 5–4: Edit Company Information Page
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2. Click in the field you want to edit and change the information.
If you want to change your Company Name, the company name may be modified
by the software to meet the EDGAR conformance standards. These standards can
be accessed by clicking on the link in the note above the Company Name field. Note
that you will be prompted with these changes before you actually submit them.
If you want to change one of your addresses to be the same as your Mailing
Address, select the “same as” check box next to the appropriate address section.
This will clear out the address currently in that section and make it the same as your
mailing address upon submission.
3. When finished, click the [Submit Changes] button.
4. Your changes appear on the Edit Company Information Confirmation page. If your
company name is conformed, a pop-up dialog indicating your entered company name
and the EDGAR conformed company name will appear as a warning.
5. Confirm the changes by clicking the [Confirm Company Changes] button at the
bottom of the page.
Figure 5–5: Edit Company Information Confirmation Page
If you want to cancel the changes, click the [Cancel Changes] button or click on the
browser's [Back] button.
6. The Edit Company Information Acknowledgment page appears and confirms your
changes. All changes to your company information are made immediately except for
changes to your company's name. Filer Support staff will review any changes to your
company’s name. Filer Support can reject any name change if it is deemed
unacceptable. If your proposed name change is rejected, you will receive a suspense
notification message; otherwise you will receive an acceptance notification message.
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Figure 5–6: Edit Company Information Acknowledgment Page
If you want to return to the Retrieve/Edit Company and Submission data page, click
the [Return to Retrieve/Edit Company and Submission Data Menu] button at the
bottom of the Edit Company Information Acknowledgment page.
Note: Changes to your company information are not disseminated until a live filing is
made.
5.4.1
Series and Classes (Contracts) Information
Investment company filers are responsible for keeping their Series and Classes (Contracts)
information up-to-date using the Enter Series and Classes (Contracts) Information screen. The
Commission requires certain investment companies (referred to as S/C Funds in this discussion)
to update series and class (contract) information as required upon specified events, such as name
changes, deactivations, liquidations, mergers, or other events resulting in the elimination or
merger of a series or class or de-registration of the S/C Fund. The following sections provide
more details.
5.4.1.1 Series and Classes (Contracts) Information Page
Series and class (contract) identifiers are created and their names are established on certain
registration statement and pre and post effective amendment filings specified in EDGAR Filer
Manual Volume II. The Series and Classes (Contracts) Information page provides S/C Funds a
mechanism to keep their information up-to-date in support of SEC rules adopted in Release
33-8590 (July 18, 2005) [70-FR4358], “Rulemaking for EDGAR System.” We recommend that
you refer to the SEC rules releases in conjunction with this section.
In the release, the Commission states that inclusion of identifiers for series and class (contract) are
part of the official filing and stresses that it is important for S/C Funds to keep their information
up-to-date:
“We are amending this definition to provide that the electronic identification of
investment company type and inclusion of identifiers for series and class (or contract, in
the case of separate accounts of insurance companies), as we are requiring under Rule 313
of Regulation S-T, will be deemed part of the official filing. On and after the Mandatory
Series/Class (Contract) Identification Date, failure of a S/C Fund to include correctly the
required identifiers will mean that a filing for that series and/or class (or contract) has not
been made. We also stress that it is important for S/C Funds to keep their information
up-to-date, including updating in a timely manner when a series and/or class (contract)
deactivates. If a S/C Fund does not do so, we will assume that the S/C Fund is delinquent
in reporting for a series or class (contract).”
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The investment companies (S/C Funds) that need to keep their information up-to-date are filers
whose last registration statement (excluding registrations on Form N-14) and/or post-effective
amendment was filed on:
●
Form N-1A (Mutual Fund)
●
Form N-3 (Separate Account registered as Open-End Management Investment Company)
●
Form N-4 (Variable Annuity UIT Separate Account)
●
Form N-6 (Variable Life UIT Separate Account)
The adopting release outlines the implementation of the requirements to electronically collect and
utilize series and class (contract) information. Obtaining identifiers for series and classes via a
filing is outlined in Volume II. S/C Funds will enter information using the Series and Classes
(Contracts) Information page to update series and class (contract) information as required upon
specified events, such as name changes, deactivations, liquidations, mergers, or other events
resulting in the elimination or merger of a series or class or de-registration of the S/C Fund.
After a new class (contract) is identified on a substantive filing, and it receives a ticker symbol,
the filer must use the Series and Classes (Contracts) information page to update the class
(contract) information with the ticker symbol.
After a merger involving a series or class (contract) becomes effective, it is the responsibility of
the target S/C Fund to update the status for the series or class (contract) to 'Merged' (i.e., inactive
due to merger) after the last EDGAR filing is made for the target.
For series or classes (contracts) that are no longer offered, go out of existence, or de-register after
the last EDGAR filing for the series/ or class (contract) has been made, it is the responsibility of
the S/C Fund to update the status for the series of class (contract) to 'Inactive'.
5.4.1.2 Navigating to the Series and Classes (Contracts) Information Page
You can get to the Series and Classes (Contracts) Information page to enter series and classes
(contracts) information from the Retrieve/Edit Company and Submission Data page. Figure 5–2:
Retrieve/Edit Company and Submission Data Page on the EDGAR Filing Website
(https://www.edgarfiling.sec.gov.) These steps will get you to the page:
1. Login to EDGAR. (See Section 5.1, Login to EDGAR, if you need detailed
instructions.)
2. Click ‘Retrieve/Edit Data’ under the category “Information Exchange” on the
EDGAR menu on the left side of the EDGAR Welcome page.
3. The Retrieve/Edit Data page (Figure 5–7: Retrieve/Edit Data Page) appears and
prompts you for your CIK and CCC information. This CIK is the one with which the
series and classes (contracts) entered later will be associated.
Enter your CIK in the CIK field and press [Tab].
Enter your CCC in the CCC field.
Click the [Continue] button.
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Figure 5–7: Retrieve/Edit Data Page
4. Figure 5–8: Retrieve/Edit Company and Submission Data Page, appears. Click the
‘Enter Series and Classes (Contracts) Information’ option to get to the page that
supports the entry of series and class data.
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Figure 5–8: Retrieve/Edit Company and Submission Data Page
5.4.1.3 Enter Series and Classes (Contracts) Information Page
Only S/C Funds will need to enter series and class (contract) information. S/C Funds are filers
whose last registration statement (excluding registrations on Form N-14) and /or post-effective
amendment filing was on one of the following forms:
●
Form N-1A
●
Form N-3
●
Form N-4
●
Form N-6
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If your investment company is already known in EDGAR as filing on one of the forms indicated,
EDGAR will display the Series and Classes (Contracts) Information page shown in Figure 5–10:
Series and Classes (Contracts) Information Page. If EDGAR does not know the Investment
Company Type or the type is not an S/C Funds type, then Figure 5–9: Not a Series and Classes
(Contracts) Investment Company will appear.
Since you are not an S/C Funds type, click the [Close Window] button. You are not required to
submit series and class (contract) information.
Figure 5–9: Not a Series and Classes (Contracts) Investment Company
5.4.1.4 Series and Classes (Contracts) Information Page Overview
Figure 5–10: Series and Classes (Contracts) Information Page is the central page you will use to
build the data for series and classes (contracts). Most buttons on this page will cause subsequent
pages to be displayed to collect information. As the information is collected, you will return to
this page where the new information is displayed. The page has two sections:
●
The first section is used to display your Investment Company Type Information.
●
The second section is used to collect updated series and class (contract) information.
The first section of the Series and Classes (Contracts) Information page provides the following
function:
●
Modify Company Type
The second section of the Series and Classes (Contracts) Information page provides the following
functions:
●
Viewing series and class (contract) information
●
Modifying series and class (contract) information
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●
Deleting series and class (contract) information (un-submitted items only)
●
Printing the page
●
Verifying/submitting series and class (contract) information
As you update your series and class (contract) data, it will be displayed as blue text. After all the
information has been collected, you can have it verified and submitted by pressing the
[Verify/Submit Changes] button.
Figure 5–10: Series and Classes (Contracts) Information Page
Note: Updated data appears in blue.
The following section describes each button function on the Series and Classes (Contracts)
Information page.
[Modify Company Type] Button
The [Modify Company Type] button can be used to change the Investment Company Type.
When the button is clicked, the Edit Investment Company Type page displays (see Figure 5–11:
Edit Investment Company Type Page).
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Figure 5–11: Edit Investment Company Type Page
To change your Investment Company Type:
●
Click on the Investment Company Type drop down list. The selections are as follows:
Form N-1A Filer (Mutual Fund)
Form N-3 Filer (Separate Account registered as Open-End Management Investment
Company)
Form N-4 Filer (Variable Annuity UIT Separate Account)
Form N-6 Filer (Variable Life UIT Separate Account)
Form N-1 Filer (Open-End Separate Account with No Variable Annuities)
Form N-2 Filer (Closed-End Investment Company)
Form N-5 Filer (Small Business Investment Company)
Form S-1 or S-3 Filer (Face Amount Certificate Company)
Form S-6 Filer (UIT, Non-Insurance Product)
●
Scroll down the list and select your new ICT by clicking on it.
●
Click [OK] to accept the selection and return to the Series and Classes (Contracts)
Information page.
●
Click [Cancel] to cancel your selection and return to the Series and Classes (Contracts)
Information page.
[Modify] Button
The [Modify] button can be used to modify a series or class (contract):
●
To select a series, click on the radio button at the left of the series.
●
To select a class, click on the radio button at the left of the class (contract).
Next, click the [Modify] button.
When the button is clicked, checks are made to see if the selected series or class (contract) can be
modified, based on:
●
Investment Company Type
●
Whether any series or class (contract) is selected
●
If a class (contract) is selected, whether the corresponding series status is Active
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To modify a class (contract) for a series with a status of Inactive, the series must first be modified
to make the status Active.
If a series can be modified, the Edit Series page described in Section 5.4.1.4.1, Edit Series Page, is
displayed. If a class can be modified, the Edit Class (Contract) page described in Section
5.4.1.4.2, Edit Class (Contract) Page, is displayed.
[Print] Button
The [Print] button provides a mechanism for you to print your data in landscape mode.
[Verify/Submit Changes] Button
The [Verify/Submit Changes] button is used to verify the changes and transmit the data into the
EDGAR system.
When the button is clicked, checks are made to see if the series and class (contract) information is
correct:
●
If there is more than one series with an Active status, you will be asked to review the
series names to be sure they are appropriate.
●
If there is a series with more than one class (contract) with an Active class status, you will
be asked to review the class (contract) names to be sure they are appropriate.
After you have confirmed the series and class (contract) information is correct, the Series and
Classes (Contracts) Information Edit Confirmation page is displayed. It is shown in Section
5.4.1.4.3, Series and Classes (Contracts) Information Edit Confirmation Page.
5.4.1.4.1
Edit Series Page
The Edit Series page appears when a series is selected and the [Modify] button is clicked on the
Series and Classes (Contracts) Information page. The page is shown in Figure 5–12: Edit Series
Page. You will use the page to change a Series Name and/or its status.
Figure 5–12: Edit Series Page
Note: “*” indicates a required field.
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To edit the Series information:
1. Edit the Series Name as necessary
2. If displayed, click on the appropriate Series Status selection indicator
3. When the entry is complete, click the [OK] button.
Note: If the Series Status is changed to Active, the status of all Classes (Contracts) for the Series
will also be set to Active. The status change will be blocked for SEC review and may be
suspended.
Note: If the Series Status is changed from Active to Inactive, the status of all Classes (Contracts)
for the Series will also be set to Inactive. Any changes to the Series Name and any
previous changes to Class (Contract) Name and Ticker Symbol of the Series in this
session will revert to values assigned prior to the current session. These values will be
listed on the Series and Classes (Contracts) Information page.
Note: For a status to be changed to Merged, the original status must be Active. If the Series
Status is changed to Merged, the status of all Classes (Contracts) for the Series will also be
set to Merged. Any changes to the Series Name and any previous changes to Class
(Contract) Name and Ticker Symbol of the Series in this session will revert to values
assigned prior to the current session. These values will be listed on the Series and Classes
(Contracts) Information page.
When the [OK] button is clicked, the following data is validated:
●
Series Name must be entered
●
Series Name cannot be used for more than one series of the Company
If the data is correct, you are returned to the Series and Classes (Contracts) Information page and
the updated data is displayed. If the data is not valid, you will have the opportunity to change the
data or cancel the function.
5.4.1.4.2
Edit Class (Contract) Page
The Edit Class (Contract) page appears when a class (contract) is selected and the [Modify]
button is clicked on the Series and Classes (Contracts) Information page.
The Edit Class (Contract) page is used to change a Class (Contract) Name, Ticker Symbol, and/or
the Class (Contract) status. Figure 5–13: Edit Class (Contract) Page shows the page as it will
appear.
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Figure 5–13: Edit Class (Contract) Page
Note: “*” indicates a required field.
To edit the Class (Contract) information:
1. Edit the Class (Contract) Name as necessary
2. Edit the Ticker Symbol as necessary
3. If displayed, click on the appropriate Class (Contract) Status selection symbol
4. Click the [OK] button.
Note: If the Class (Contract) Status is changed to Active, the status change will be blocked for
SEC review and may be suspended.
Note: For a status to be changed to Merged, the original status must be Active.
If the Class (Contract) is the only one for an Active Series, then its status cannot be changed to
Inactive because an Active Series must have at least one Active Class (Contract). If you change
the series status to Inactive then the class status will automatically be changed to Inactive.
If the Class (Contract) is not the only remaining class for an Active Series and the Class
(Contract) Status is changed from Active to Inactive, any previous changes to Class (Contract)
Name and Ticker Symbol in this session will be reverted to original values.
When the [OK] button is clicked, the following data is validated
●
Class (Contract) Name must be filled in
●
Class (Contract) Name cannot be used for more than one class of the Series
●
Class Ticker Symbol cannot be a duplicate for the Company
If the data is correct, you are returned to the Series and Classes (Contracts) Information page with
the updated data displayed. If the data is not valid you will have the opportunity to change the data
or cancel the function.
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5.4.1.4.3
Series and Classes (Contracts) Information Edit Confirmation Page
The Series and Classes (Contracts) Information Edit Confirmation page is displayed when you
click the [Verify/Submit Changes] button on the Series and Classes (Contracts) Information page.
Figure 5–14: Series and Classes (Contracts) Information Edit Confirmation Page
Figure 5–14: Series and Classes (Contracts) Information Edit Confirmation Page, shows the page
as it appears after all updates to your series and class (contract) data have been validated but prior
to transmission to EDGAR. This gives you a final chance to review your series and class
(contract) data. Use this page to review and confirm all changes you made. Click the [Continue
Edit] button to continue making additional changes. We recommend that you create a printed
copy of your series and class (contract) data to keep for your records. Click the [Print] button to
print this page. After your successful review, click the [Confirm/Submit Changes] button to
transmit the information to EDGAR.
Figure 5–15: Series and Classes (Contracts) Information Edit Confirmation Page
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The successful transfer of the data to EDGAR will be shown on the Series and Classes (Contracts)
Information Edit Result page as shown in Figure 5-16. This confirms that EDGAR has received
your updated series and class (contract) information. EDGAR will deliver a notification of this
change to your e-mail address on file. Click the [Close Window] button to close the window.
Figure 5–16: Series and Classes (Contracts) Information Edit Result Page
If you click the [Verify/Submit Changes] button on the Series and Classes (Contracts)
Information page and make no changes, the page shown in Figure 5–17: Series and Classes
(Contracts) Information Edit Confirmation Page, will be displayed stating, “No changes have
been detected.” You will see a button to return to the Series and Classes (Contracts) Information
page.
Figure 5–17: Series and Classes (Contracts) Information Edit Confirmation Page
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5.4.1.4.4
Series and Class Notification
Figure 5–18: Series and Class Notification, Modified Items, shows a sample of the notification
resulting from the modification of existing series and class data.
As with acceptance/suspense messages you receive for filings, EDGAR will deliver these
notifications to your e-mail address on file (you may also view this notification using the Retrieve
Submission Information option on the Retrieve/Edit Company and Submission Data page shown
in Figure 5–1: Retrieve/Edit Data Page, and described in Section 5.2, Accessing Submission and
Company Information). Note that the form type of the Series and Classes (Contracts) update
transmission is SCUPDAT. Each notification provides a summary of the changes.
Figure 5–18: Series and Class Notification, Modified Items
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5.5
Request Return of Unused Funds
Filers can request a return of unused account funds via the EDGAR Filing Website for various
reasons.
Once you have logged into EDGAR and accessed the Retrieve/Edit Company and Submission
Data page, you can request for a return of unused funds:
1. Click the ‘Request Return of Unused Funds’ link. The Select the Method of Payment
page displays (Figure 5-19: Method of Payment Selection Page).
Figure 5-19: Method of Payment Selection Page
2. Select whether you would like a return of your unused funds in the form of a check
payment or a wire transfer.
3. Click the [Submit] button. The Request Return of Unused Funds page displays.
4. Enter either your Social Security Number or Tax Identification Number in the
corresponding fields. Ensure that the format of your SSN is DDD-DD-DDDD or your
TIN is DD-DDDDDDD, where D is a digit.
5. Enter the amount (in dollars) to be refunded in the Amount of Request in US Dollars
field.
6. Justify your request by selecting from the options given. If you select “Other”, then
provide a description in the text box provided.
7. Enter the e-mail address (up to three) of anyone else that you want to notify if the
request for refund has been accepted or rejected. An e-mail address must be in the
standard e-mail format and include one “@” and at least one “.” after the “@”.
8. If necessary, you may update the Contact Name and Phone Number for this return of
unused funds request.
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Note: The Contact Name, Phone Number, CIK, Company or Individual name, and
Mailing Address are pre-populated. However, only the Contact Name and
Phone Number fields are editable for this request. Changes made to the Contact
Name and the Phone Number on the request will not update the information
stored in the EDGAR company database. To make a permanent change to the
Contact Name, Phone Number, or other information maintained in EDGAR
(e.g., name, mailing address, contact information, e-mail address), use the
‘Edit Company Information’ link available on the Request Return of Unused
Funds page.
9. Provide the following additional details if you selected ‘Wire Transfer’ as the method
of payment:
Name of the institution: Enter the name of the institution.
9-digit routing number (ACH ABA#): Enter the 9 digit routing number in the format
DDDDDDDDD where D represents a digit.
Depositor’s Account Number: Enter the account number of the depositor.
Type of Account: Specify the type of account, whether it is a savings or a checking
account.
10. Click the [Submit Request] button on the Request Return of Unused Funds page. The
Request Return of Unused Funds Confirmation page displays (Figure 5-20: Request
Return of Unused Funds Confirmation).
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Figure 5-20: Request Return of Unused Funds Confirmation
11. Click the [Submit Request] button on the Request Return of Unused Funds
Confirmation page. You will be notified of the status of your request via e-mail –
whether the request for return of unused funds was accepted or denied.
Note: You can also view the notification via the ‘Retrieve Submission Information’
link on the OnlineForms Management or the EDGAR Filing website.
Click the [Cancel Request] button to return to the Request Return of Unused Funds
page.
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5.6
View Fee Account Information
Filers can view their account balance and the amount of most recent deposit, via the EDGAR
Filing Website. The account balance may include any offsets used to pay for fees, as well as
possible refunds and deposits. Additionally, filers can view their account activity statement for
the previous 12 months, one month at a time.
Note: The account information may take up to 24 hours from the date and time of the last
transaction to display updated information on the Balance Information page.
5.6.1
View Account Balance and Amount of Last Deposit
Once you have logged into EDGAR and accessed the Retrieve/Edit Company and Submission
Data page, you can view your balance information and amount of last deposit.
1. Click the ‘Retrieve Balance Information’ link. The Balance Information page (Figure
5-21: Balance Information Page) opens displaying the CIK, account balance, and last
deposit information for the filer.
Figure 5-21: Balance Information Page
2. View the account balance in the Account Balance field.
3. View the date and amount of the last deposit in the Date of Last Deposit and Amount
of Last Deposit fields.
5.6.2
View Account Activity Statement
Once you have logged into EDGAR and accessed the Retrieve/Edit Company and Submission
Data page, you can view your account activity statement for the previous 12 months, one month at
a time:
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1. Click the ‘View Account Activity Statement’ link. The View Account Activity
Statement page opens (Figure 5-22: View Account Activity Statement Page).
Figure 5-22: View Account Activity Statement Page
2. Select the statement period of the account activity statement from the Statement
Period field. You can select the period that you want to view from one of the 12
previous statement periods.
3. Click the [Submit Request] button. The account activity statement for the selected
period displays on the Account Activity Statement page.
Table 5-1 contains a list of all the fields and descriptions available on the Account Activity
Statement page.
Table 5-1: A Description of Fields on the Account Activity Statement Page
Field
Description
Period Ending
Refers to the end period/date of the Account activity statement.
Account Number
The account number that identifies your account. This number
should be referenced when corresponding with the SEC.
Statement Period
Period of time covered by the statement - for example 10/1/2011 10/31/2011.
Beginning of Period
Due SEC
Total amount of funds due to the SEC at the beginning of the
statement period.
Available
Total amount of funds available at the beginning of the statement
period.
Current Activity
Payment Applied
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Total amount of funds received during the statement period.
Includes corrections made during the statement period.
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Field
Filing Fees Incurred
Description
Total filing fees incurred during the statement period. Includes
adjustments made during the statement period.
End of Period
Due SEC
Total balance owed to the SEC at the end of the statement period.
Available
Total balance of funds available at the end of the statement
period.
Transaction Details
A detailed listing of account transactions and corrections made
during the statement period.
Transaction Date
The date the transaction was posted to your account. This date
may differ from the actual filing date of the document or receipt
of funds.
Activity/Description
Describes various fee payment methods; for example – wire
transfer, mail.
Form Type/Reference
Number
Refers to the type of form (reference number).
Amount
The amount of the transaction.
Balance
The balance remaining after the transaction.
Remit Check Payment to
Provides information on where to submit your check if you owe
payment to the SEC.
Remit Wire payment to
Provides information on where to send your wire payment if you
owe payment to the SEC.
ABA
The US bank’s 9-digit routing number (Format: DDDDDDDDD).
Account Number
The US bank account number designated for SEC filers.
CIK
The login Central Index Key.
5.7
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 (Figure 5–2:
Retrieve/Edit Company and Submission Data Page), click ‘Enter Another CIK/CCC’.
The Retrieve/Edit Data login page (Figure 5–1: Retrieve/Edit Data Page) appears.
2. Enter your CIK and CCC and click the [Continue] button.
You can then access or edit all information associated with that CIK.
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6.
INTRODUCTION TO FILING ON EDGAR
6.1
Preparation and Submission
After you have completed your application to submit filings on EDGAR, you will be ready for the
filing process. The SEC provides a number of tools to help you with this process. The method you
use to submit your filing will depend on the form type you need to submit. The tools and detailed
instructions for their use are covered in Volume II of this manual. General information about the
tools and transmission methods is outlined in the following section. This information is intended
as an introduction. Please refer to EDGAR Filer Manual Volume II before you submit a filing.
For EDGARLink Online, we recommend that you use Internet Explorer 7.0 through 8.0 or
Firefox 3.5 or greater.
The other EDGAR Filing websites only work with Internet Explorer version 5.0 or later. You can
also use Netscape version 7.0 or later, but certain help functions may be limited with this browser.
The use of browsers is discussed in Section 2.3, Introduction to Web Browsers.
Note: The EDGAR Filing Website is not compatible with Netscape version 6.0.
Once you have completed your registration as a filer on the EDGAR system and have obtained
your access codes, to submit EDGAR filing you must:
●
Obtain EDGAR-compatible hardware (computer equipment) and software, see Section
2.5, EDGAR Hardware and Software Requirements.
●
Secure an ISP for access to the Internet
●
Properly prepare and maintain documents and software, see EDGAR Filer Manual
Volume II.
6.2
EDGARLink Online Forms
6.2.1
Creating an EDGARLink Online Filing
EDGARLink Online can be accessed from the EDGAR Filing Website at:
https://www.edgarfiling.sec.gov.
Note: Please remember to enter https. You will not be able to access the EDGAR Filing Website
without the “s” designation.
EDGARLink Online allows you to prepare and transmit a number of submission types. (See
Volume II of this manual for details as to which specific submission types.) The main content of
these submissions consists of attached documents one of which is the form itself. You should
create the documents first and then “build” the submission using the online application.
When preparing your submission using EDGARLink Online, you will use a browser. Once you
enter all of the information needed and have attached your documents, you will submit it directly
from EDGARLink Online.
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6.2.1.1 EDGARLink Online Data Gathering Model
All online submissions will follow the same basic model. EDGARLink Online will:
●
Allow you to select the specific submission type that you want to assemble and submit to
the SEC, e.g. Form 8-K, Form 24F-2NT, Form F-1.
●
Allow you to provide general submission information, i.e., contact name, phone number,
e-mail address, and Return Copy information.
●
Allow you to provide additional e-mail addresses to receive Filer Notification messages.
●
Allow you to provide all of the necessary information required by the SEC rules on an
appropriate data gathering form.
●
Allow you to 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 EDGARLink
Online:
●
You can exit the window at any time to discard your work in progress and start over.
●
All filings designated as live that you prepare and submit online are considered to be
live EDGAR submissions. Once you transmit an online prepared submission that has
been designated as live, it will be automatically processed by EDGAR, and if accepted,
disseminated to the public (based on the dissemination rules in EDGAR).
6.2.1.2 Submitting an EDGARLink Online Form
When you create an EDGARLink Online Form, the preparation and transmission processes flow
together in a single browser session. You may save your online submissions to your local drive
and transmit them later. The software will guide you through the process.
Note: Refer to Section 2.3.1, Browser Differences, for details on how to set up the Firefox
browser’s save/download preferences.
When you are certain that the data you have entered is correct, then use the [SUBMIT] button to
send in your submission.
6.2.2
Additional Filing Transmission Methods for EDGAR Filings
Most filers will use the EDGAR Filing Website to submit their filings. Another option is to
connect using a Leased Line. This method is commonly used by bulk filers, and arrangements
must be made to set up each user. Refer to EDGAR Filer Manual Volume II, EDGAR Filing.
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