# OnlineForms Filer Manual > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/agency%3Asec%3Acfd805d7b23c5763 ## Record - **Collection:** Agency decision - **Document type:** Agency decision ## Text EDGAR Release 8.10 OnlineForms Filer Manual Volume III  EDGAR ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL February 2005 Notice Use this EDGAR® Filer Manual when making electronic filings with the United States Securities and Exchange Commission (SEC or "Commission"). See Rule 301 of Regulation S-T. The EDGAR Filer Manual consists of three volumes: EDGARLink Filer Manual (Volume I) discusses the requirements for submitting EDGAR filings. N-SAR Supplement Filer Manual (Volume II) discusses the N-SAR application. OnlineForms Filer Manual (Volume III) discusses the requirements for submitting online filings. The EDGAR® Release 8.10 OnlineForms Filer Manual (Volume III) is effective on: February 7, 2005 ________________________________________________________ For up-to-date information regarding filing-related topics, consult our EDGAR Database website (http://www.sec.gov), the OnlineForms website (https://www.onlineforms.edgarfiling.sec.gov), and the EDGAR Company Database (http://www.edgarcompany.sec.gov). ________________________________________________________ EDGAR® and EDGARLink® are registered trademarks of the Securities and Exchange Commission. All other product brand names mentioned in this Filer Manual are trademarks or registered trademarks of their respective holders. February 2005 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Preface Welcome to the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the U.S. Securities and Exchange Commission (SEC). EDGAR provides an electronic filing process for filers and filing agents submitting documents under the Securities Act of 1933, the Securities Exchange Act of 1934, the Public Utility Holding Company Act of 1935, the Trust Indenture Act of 1939, and the Investment Company Act of 1940 (collectively, "Acts"). This manual explains how you can file electronically with the SEC. This Volume of the File Manual explains the process for creating and submitting documents over the Internet using the OnlineForms website. The OnlineForms website will verify filer identification, check that required information is present, and allow filers or their agents, to transmit online submissions to EDGAR for dissemination to the public. You may view electronically submitted filings on EDGAR workstations in the SEC's public reference room in Washington D.C., through commercial dissemination services, or using the SEC's website on the World Wide Web (http://www.sec.gov). What Filings are on EDGAR? You will find almost all filings by domestic and foreign companies and third party schedules such as Schedules 13D, on EDGAR. Companies can submit certain filings (e.g., Forms 11-K, and Forms 144) either electronically or on paper. Rules Governing Forms and Filing Information EDGAR provides you with an electronic way to submit information to us. It does not change the content of what you submit. Regulation S-T mandates electronic submissions of filings by all domestic and foreign registrants. Regulation S-T also provides the general requirements and procedures for electronic filing. You may find copies of Regulation S-T in the Federal Register and the Code of Federal Regulations (17 CFR Part 232) in our Public Reference Rooms. You will also find Regulation S-T under the Division of Corporation Finance area on the SEC's website (www.sec.gov) under Forms and Associated Regulations, EDGAR. We have identified the following other laws and releases that affect online submissions and electronic filing. You may obtain copies of this material from our SEC website (www.sec.gov).  Securities and Exchange Commission Authorization Act of 1987 — Public Law 100-181 (December 4, 1987). (Section 35A of Securities Exchange Act of 1934.) February 2005 i EDGAR Release 8.10 OnlineForms Filer Manual (Volume III)  Releases: 33-8496 XBRL Voluntary Financial Reporting Program on the EDGAR System Issued 9/27/04 Effective (Proposed Rule) (69 FR 59094) 34-50486 Issued 10/04/04 Effective 11/08/04 (69 FR 60287) Proposed Rule Changes of Self-Regulatory Organizations 33-8410 Issued 4/21/04 Effective 4/26/04 (69 FR 22704) Mandated Electronic Filing for Form ID 33-8401 Issued 3/16/04 Effective TBD (69 FR 13690) Rulemaking for EDGAR System (proposal for identification of investment company series and classes (contracts); additional mandatory electronic filings for investment companies; and technical amendments) 33-8230 Mandated Electronic Filing and Website Posting for Forms 3, 4, and 5 Issued 5/7/03 Effective 6/30/03 (68 FR 25787) 33-8170 Mandated Electronic Filing and Website Posting for Forms 3, 4, and 5 34-47069 35-27627 Issued 12/10/02 33-8177 24-47235 Issued 1/23/03 Effective 30 days after publication in the Federal Register Rules for additional disclosure and certification requirements. 33-8009 Issued 5/14/02 Mandated EDGAR Filing for Foreign Issuers. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) ii February 2005 Effective 5/24/02 and 11/4/02 (67 FR 36677) 33-8007 Issued 9/17/01 (66 FR 49829) Updated version of the EDGARLink software. 33-7999 Issued 7/30/01 (66 FR 42941) Next stage of EDGAR Modernization. 33-7933 Issued 1/16/01 Effective 2/02/01 (66 FR 8764) Next stage of EDGAR Modernization. 33-7855 Issued 4/24/00 Effective 5/30/00 Effective 7/10/00 Effective 1/1/01 (65 FR 24788) Rules for the next stage of EDGAR Modernization. 33-7789 Issued 1/20/00 Effective 1/24/00 (65 FR 3123) Adopted updated filing form types in Filer Manual. 33-7755 Issued 10/07/99 Effective 10/16/99 (64 FR 56430) CompuServe discontinued electronic mail service. 33-7684 Issued 5/17/99 Effective 6/28/99 (64 FR 27888) Rules for the first stage of EDGAR modernization adopted. 34-40934 Issued 1/12/99 Compliance date 4/1/99 (64 FR 2834) Electronic filing of Form 13F made mandatory. February 2005 Diskette submissions not accepted. Financial Data Schedule requirement removed. iii EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 33-7472 Commission will no longer accept, in paper, filings required to be submitted electronically, except in a hardship situation. Issued 10/24/97 Effective 1/1/98 (62 FR 58647) 33-7427 Minor and technical rule amendments, including the elimination of transition rules applicable to the phase-in period. Issued 7/1/97 (62 FR 36450) 33-7122 Rules and phase-in schedule made final. Final phase-in lists published. Minor rule amendments adopted Issued 12/19/94 (59 FR 67752) 33-6977 Interim rules applicable to electronic filing in general, and specifically to the Division of Corporation Finance filers. Issued 2/23/93 (58 FR 14628) IC-19284 Issued 2/23/93 (58 FR 14848) Interim rules specific to investment companies. 35-25746 Issued 2/23/93 (58 FR 14999) Interim rules specific to public utility holding companies. 33-6980 Rules relating to payment of filing fees to the SEC's lockbox in Pittsburgh, Pennsylvania. Issued 2/23/93 (58 FR 15009) EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) iv February 2005 Table of Contents 1. INTRODUCTION TO THE ONLINEFORMS FILER MANUAL AND EDGAR 1-1 1.1 Organization of this Manual ........................................................................................ 1-1 1.1.1 1.2 The EDGAR OnlineForms Website Updates .............................................................. 1-2 1.2.1 Release 8.10 OnlineForms Website Updates ......................................................................................1-2 1.2.2 EDGAR OnlineForms Website ...........................................................................................................1-3 1.2.3 Web Browser ......................................................................................................................................1-3 1.2.4 Filing Transmission Methods ..............................................................................................................1-3 1.2.5 Viewing Submission Status .................................................................................................................1-3 1.2.6 Changing Company Information .........................................................................................................1-4 1.2.7 Downloading Return Copies ...............................................................................................................1-4 1.3 Preparing to Become an EDGAR Filer ........................................................................ 1-4 1.3.1 Filing a Form ID with the SEC to Get Your Access Codes ................................................................1-4 1.3.2 EDGAR Hardware and Software Requirements .................................................................................1-8 1.3.3 Receiving E-Mail Status of Filings from the SEC...............................................................................1-9 1.3.4 Properly Prepare and Maintain Documents ......................................................................................1-10 1.4 How to Obtain the EDGAR OnlineForms Filer Manual ........................................... 1-10 1.4.1 Hours of Operation ...........................................................................................................................1-11 1.4.2 Filing Date of Electronically Transmitted Submissions ....................................................................1-11 1.4.3 Where to Send Paper Filings.............................................................................................................1-11 1.5 2. Conventions Used in the Filer Manual ................................................................................................1-2 Getting Help with EDGAR ........................................................................................ 1-11 1.5.1 Getting Help with the Content of Filings or Exemptions/Adjustments .............................................1-11 1.5.2 Frequently Asked Questions .............................................................................................................1-12 GETTING STARTED USING ONLINEFORMS WEBSITE 2-1 2.1 Introduction to Web Browsers ..................................................................................... 2-1 2.1.1 February 2005 Browser Differences ...........................................................................................................................2-1 v EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 2.2 2.2.1 2.3 3. 4. Logging into OnlineForms Website ....................................................................................................2-2 Navigating EDGAR ..................................................................................................... 2-4 2.3.1 Information Exchange .........................................................................................................................2-5 2.3.2 Support................................................................................................................................................2-6 PREPARING AND TRANSMITTING ONLINE SUBMISSIONS TO EDGAR 3-1 3.1 Online Ownership Processing ...................................................................................... 3-1 3.1.1 Legacy Ownership Processing ............................................................................................................3-1 3.1.2 Modernized Section 16 Ownership Processing ...................................................................................3-1 3.1.3 OnlineForms Data Gathering Model ...................................................................................................3-1 3.1.4 Creating an Online Section 16 Ownership Submission .......................................................................3-2 REDUCED-CONTENT XML SUBMISSIONS 4-1 4.1 Preparing Reduced-Content XML Submissions .......................................................... 4-1 4.1.1 4.2 5. Accessing OnlineForms Website ................................................................................. 2-2 Test and Live Submissions..................................................................................................................4-1 Transmitting Reduced-Content XML Submissions ..................................................... 4-1 4.2.1 Transmit Reduced-Content XML as a Test Submission .....................................................................4-2 4.2.2 Transmit Reduced-Content XML as a Live Submission .....................................................................4-3 4.2.3 Transmission Status ............................................................................................................................4-5 ADDITIONAL ONLINE FEATURES 5-1 5.1 Accessing Submission and Company Information ...................................................... 5-1 5.2 5.2.1 5.3 5.3.1 5.4 5.4.1 5.5 5.5.1 Submission Information ............................................................................................... 5-2 Retrieving Submission Notification ....................................................................................................5-2 Retrieve Company Information.................................................................................... 5-5 Edit Company Information .................................................................................................................5-7 Return Copy Support ................................................................................................. 5-10 Retrieve Return Copies .....................................................................................................................5-10 Change Login Password or CCC ............................................................................... 5-12 Changing Your Password ..................................................................................................................5-13 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) vi February 2005 5.5.2 5.6 6. Changing Your CCC (CIK Confirmation Code) ...............................................................................5-14 Logging in with (Enter) Another CIK/CCC............................................................... 5-16 PREPARING SUPPLEMENTAL EDGAR DOCUMENTS 6-1 6.1 Introduction .................................................................................................................. 6-1 6.2 Terminology ................................................................................................................. 6-1 6.3 ASCII ........................................................................................................................... 6-4 6.3.1 Character Code Requirements Differ by Submission Medium ...........................................................6-4 6.3.2 EDGAR Recognizes a Limited Set of Keyboard Characters ..............................................................6-4 6.3.3 Why the EDGAR System Recognizes Only Standard Character Sets .................................................6-5 6.3.4 How the Requirement for ASCII Affects Word Processing ................................................................6-5 6.3.5 About HTML ......................................................................................................................................6-6 6.3.6 Common Symbols that EDGAR Does Not Recognize ........................................................................6-6 6.3.7 System Inserts "^" For Unrecognized Characters ...............................................................................6-7 6.4 Description of ASCII/SGML Tags .............................................................................. 6-7 6.5 Tag Construction .......................................................................................................... 6-7 6.6 How Tags are Used ...................................................................................................... 6-7 6.6.1 Field Values are Filer-Supplied Information.......................................................................................6-8 6.7 Tags Used Within a Document .................................................................................... 6-9 6.8 Non-Public and Confidential Information ................................................................. 6-11 6.9 How To Create a Correspondence Document............................................................ 6-11 6.10 Formatting Tables Wider than 80 Characters ............................................................ 6-11 6.10.1 Guidelines for Presentation of Tables ..........................................................................................6-11 6.10.2 Table Tags....................................................................................................................................6-12 6.10.3 Formatting Examples of Wide Tables ..........................................................................................6-13 6.11 Statutory Signatures ................................................................................................... 6-16 6.12 Powers of Attorney and Consents of Experts ............................................................ 6-16 7. INSTRUCTIONS FOR ATTACHING HTML DOCUMENTS TO ELECTRONIC SUBMISSIONS 7-1 7.1 Overview ...................................................................................................................... 7-1 February 2005 vii EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 7.2 Acceptable HTML Document Tags ............................................................................. 7-3 7.3 Acceptable HTML Tags within a Document Body ..................................................... 7-4 7.4 HTML Tags that are NOT Supported by EDGAR ...................................................... 7-6 7.5 Acceptable Attributes for EDGAR HTML Tags ......................................................... 7-6 7.6 Extended Character Sets Within HTML Documents ................................................... 7-8 7.7 Template for an Attached HTML Document ............................................................. 7-10 7.8 ASCII or SGML Functionality to be Preserved within HTML Documents .............. 7-10 7.9 ASCII or SGML Functionality Not Supported within HTML Documents................ 7-11 7.10 SEC Recommendations on Preparing Submissions with HTML Documents ........... 7-12 A. ONLINE SUBMISSION TYPES ACCEPTED FOR ELECTRONIC FILING A-1 B. MESSAGES REPORTED BY EDGAR B-1 C. FORMS FOR ELECTRONIC FILING C-1 D. GLOSSARY OF COMMONLY USED TERMS, ACRONYMS, AND ABBREVIATIONS D-1 E. E-1 APPLYING FOR ACCESS TO EDGAR EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) viii February 2005 1. INTRODUCTION TO THE ONLINEFORMS FILER MANUAL AND EDGAR 1.1 Organization of this Manual This volume is divided into chapters and appendices. The paragraphs and subparagraphs are numbered for easy reference (e.g., 1.2, 2.6.1). When necessary, chapters have been further divided into Sections (e.g., 4-A). The chapters of this volume primarily refer to the preparation of EDGAR submissions. Chapter 7 describes the characteristics and limitations of Hypertext Markup Language (HTML) documents. The following outline shows you where to find information in this volume. An index is also provided at the end of this document. CHAPTER 1 -- Introduction to the OnlineForms Filer Manual and EDGAR CHAPTER 2 -- Getting Started Using OnlineForms Website CHAPTER 3 -- Preparing and Transmitting Online Submissions to EDGAR CHAPTER 4 -- Reduced-Content XML Submissions CHAPTER 5 -- Additional Online Features CHAPTER 6 -- Preparing Supplemental EDGAR Documents CHAPTER 7 -- Instructions for Attaching HTML Documents to Electronic Submissions APPENDICES: A Online Submission Types Accepted for Electronic Filing This appendix provides a description of all the EDGAR submission types that are available for online filing. B Messages Reported by EDGAR This appendix provides information on acceptance, suspension, and EDGAR error messages, including all HTML/PDF error messages. C Forms for Electronic Filing Form ID Form SE D Uniform Application for Access Codes to File on EDGAR Form for Submission of Paper Format Exhibits by Electronic Filers Glossary of Commonly Used Terms, Acronyms, and Abbreviations This glossary contains terms acronyms, and abbreviations used in the Filer Manual and the OnlineForms website. February 2005 1-1 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) E Applying for EDGAR Access (Electronic Form ID) This appendix provides information to help you obtain password and access codes for the EDGAR system. 1.1.1 Conventions Used in the Filer Manual As you read this volume you should notice attributes assigned to certain types of text:       Instructions to press a key on a keyboard or click a button on the screen appear in square brackets and in title case:  Press [Enter]  Click [Module/Segment] Titles of check, dialog, and list boxes, fields, functions, options, processes, queries, reports, pages, tables and windows appear in title case:  Submission Type list box  Name field  Company Information query  Return Copy check box Menus, menu options, radio buttons, and statuses appear in title case and have double quotation marks around them:  “Test Filing” radio button  from the “Edit” menu, select “Copy”  “Busy” status Directories and file names appear bolded:  the C:\temp directory  power_of_attny.txt Keystroke combinations appear between less-than and greater-than brackets and in upper case:   Internet Hyperlinks appear underlined:  Home 1.2 The EDGAR OnlineForms Website Updates This section highlights the OnlineForms website changes for the various releases since the OnlineForms website was established. 1.2.1 Release 8.10 OnlineForms Website Updates In February 2005, EDGAR Release 8.10 introduces the following changes: EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 1-2 February 2005  New 25-NSE XML submissions and 25-NSE/A XML amended submissions can be transmitted using the Transmit Reduced-Content XML Submission command. Note: Changes for Submission types 25-NSE and 25-NSE/A are to be used only in the event the SEC adopts the rule on mandatory electronic filing of the forms by issuers. The implementation date will be provided within the adopting release. (See Release No. 34-49858 (June 15, 2004) [69 FR 34860]) 1.2.2 EDGAR OnlineForms Website The OnlineForms website is no different than most other websites that you now visit. It uses the same browser-based application software and transmission methods as the other sites and you probably will be able to submit filings to EDGAR from the website with [few] or no changes in your hardware or software configurations. You can access the OnlineForms website using a Universal Resource Locator (URL) code (https://www.onlineforms.edgarfiling.sec.gov). Note: Please remember to enter https. You will not be able to access the OnlineForms website without the "s" designation. We require that your browser support Java script. 1.2.3 Web Browser The OnlineForms website only works with the two industry standard web browsers. We recommend you use Netscape version 4.0 or later, or Internet Explorer version 5.0. The use of browsers is discussed in Chapter 3. Note: The OnlineForms website is incompatible with Netscape version 6.0. 1.2.4 Filing Transmission Methods The only transmission method to access EDGAR via the OnlineForms website is through the Internet. It is your decision as to the best means to access the Internet. EDGAR accepts transmissions from any Internet source, so you can decide which Internet Service Provider (ISP) best suits your needs. 1.2.5 Viewing Submission Status Filers may access the OnlineForms website to check on the status of their submissions. For details on checking your submission status please refer to Chapter 5, Submission Information. You will only be permitted to view the status of submissions that you have submitted. You may also choose to use E-Mail for your submission confirmation. February 2005 1-3 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 1.2.6 Changing Company Information It is the obligation of the registrant to keep their information on EDGAR current and valid. You can update your company information by entering your company information on the Edit Company Information page of the OnlineForms website. All changes to your company information are made immediately except for changes to your company's name. Our Filer Support staff needs to review any change to your company's name. For details on changing your company information, please refer to Chapter 5, Edit Company Information. You can also change your CIK Confirmation Code (CCC) and password using the OnlineForms website. For details on changing your password, please refer to Chapter 5, Changing your Password. For details on changing your CCC, please refer to Chapter 5, Changing your CCC. 1.2.7 Downloading Return Copies Requested Return Copies can be downloaded from the OnlineForms website. For details on downloading Return Copies, please refer to Chapter 5, Return Copy Support. 1.3 Preparing to Become an EDGAR Filer To become an EDGAR filer, you must:     Obtain EDGAR-compatible hardware (computer equipment) and software. Secure an ISP for access to the Internet. Submit an electronic Form ID application and accompanying notarized authenticating documentation to the SEC (refer to Appendix E of this document for more information). You cannot access the OnlineForms website until the SEC accepts your Form ID application. Generate EDGAR access codes (refer to Appendix E of this document for more information). You cannot access the OnlineForms website without EDGAR access codes. 1.3.1 Filing a Form ID with the SEC to Get Your Access Codes Before you can use the EDGAR system, you must submit a Form ID application to be accepted as an EDGAR filer (refer to Appendix E for more information). An EDGAR filer can be a registrant, a third-party non-registrant filer, a third-party agent filing for another individual or entity, or a training agent. EDGAR filers may send submissions on their own behalf or use a filing agent. Training agents may only send test submissions. A duly authorized person, such as a partner, president, treasurer, corporate secretary, officer, or director, must sign the Form ID. Section 16 filers may have someone with their power of attorney sign the Form ID. Filing agents such as financial printers cannot sign this Form on behalf of the issuer unless they are specifically authorized to do so in writing. The written documentation should accompany the Form ID. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 1-4 February 2005 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. You must file your Form ID application via the EDGAR Filer Management website, and you must fax the accompanying notarized authenticating documentation to the SEC. Appendix E of this volume contains instructions on how to do this. Appendix C of this volume contains a copy of the paper Form ID, but it is for reference only. You cannot submit a paper Form ID. You can print various related EDGAR 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) 9424040, or by making a written request to the following address: ATTN: Publications Branch US Securities and Exchange Commission Mail Stop 3C40 450 5th Street, NW Washington, DC 20549 You must fax the notarized authenticating documentation associated with your electronic Form ID to the following office: US Securities and Exchange Commission ATTN: Filer Support (202) 504-2474 or (703) 914-4240 You may contact Filer Support (202) 942-8900 if you require additional information. After we accept your Form ID application, you will receive the following five access codes:  CIK -- Central Index Key: The CIK is a number that we assign to each entity that submits filings to us. Use of the CIK allows us to differentiate between filing entities with similar names. A CIK is used to identify all filers, both EDGAR and nonEDGAR. Individuals should use their own CIK number and password each time they file with EDGAR, even if their filings relate to different registrants.  Using the CIK to Login and Identify Submitter Registrants: The CIK is the one EDGAR access code that is available to the public. In EDGAR, the CIK is used with a password for login identification (sometimes referred to as a login CIK). This identifies the submitter, which could be a registrant, a non-registrant, a filing agent, or a training agent. The CIK is also used with the CCC in submission February 2005 1-5 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) headers to identify the registrant. The CIK is a permanent identifier; you may not change it. You can login to EDGAR using any valid CIK-password combination. The login CIK will be part of the accession number for the submission.  CCC -- CIK Confirmation Code: The CCC is a code of eight characters having at least one number (0-9) and at least one special character (@, #, $, *). The CCC is case-sensitive and you must use it exactly as created, either in upper or lower case. Because the CCC is case-sensitive, if you use lower case letters when the CCC is created or changed, you must use lower case letters when entering the CCC in submission headers. To avoid confusion, we do not use the number 1 (one), the lower-case letter “l” (el), the number 0 (zero), or the capital letter O (oh) in assigning codes. We suggest that you also avoid using these numbers and letters when changing your CCC. You will need both a CIK and its corresponding CCC to submit a filing.  Releasing the CCC To Filing Agents and Financial Printers: If you use a filing agent, you may release the CCC to your agent because you must include a CCC in your submission. When a thirdparty agent submits a filing for you, the agent uses its own login CIK and password to establish authorization to make a submission. However, the agent must use your CIK and CCC in your submission in order to identify you as the entity for which the submission is being made.  Changing Your CCC: Although we initially assign a CCC to you, there will be times when you should change it. To ensure only you know your CCC, you should change your CCC (1) before you use EDGAR the first time, and (2) after a third-party filing agent has used it for a submission on your behalf. You will find procedures for changing the CCC in Chapter 5.  Password: The password is a code of eight characters having at least one number (09) and at least one special character (@, #, $, *). The password is casesensitive and you must use it exactly as created, either in upper or lower case. You use it in combination with a CIK to identify the entity making a submission. Since a CIK is public information, a second, confidential code is necessary to ensure that whoever is sending a submission to EDGAR is authorized to do so. You must enter both a CIK and a password to access EDGAR. The CIK is public and you may give it and the CCC to your agent to make submissions on your behalf, but you should hold the password in strictest confidence.  Changing Your Password: EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 1-6 February 2005 Although we will assign a password to you, you should change that password before beginning to use the system. You will find procedures for changing a password in Chapter 5. To change a password, you must use a Password Modification Authorization Code (PMAC). You should change your password periodically. Your password will expire 12 months after it was created or last changed. If you are locked out of EDGAR because your password has expired, you may generate a new set of legacy EDGAR access codes (PMAC, password, CCC) via the EDGAR Filer Management website using your passphrase. If you’ve also forgotten your passphrase, you must request a new passphrase (also via the EDGAR Filer Management website) before you can generate a new password. A request for a new passphrase must be accompanied by authenticating documentation, and it must be accepted by the SEC, so be sure you keep your password up to date (refer to Appendix E 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, in lower case. We create the PMAC in lower case only. It is a very private code that we assign and then send to you, and only one or two persons in an organization should know this code. To request a new PMAC, you must submit an amended Form ID marked “Request for New PMAC.” We will process your request and fax or E-Mail the PMAC to you. The CIK is public and you may give it and the CCC to your agent to make submissions on your behalf, but you should hold the PMAC in strictest confidence. Part of the process of submitting an electronic Form ID application is to specify an EDGAR passphrase:  Passphrase: The passphrase is used to generate a set of legacy EDGAR access codes (PMAC, password, CCC). The passphrase follows the PMAC formatting and usage rules (see above). Because it can be used to generate the legacy EDGAR access codes, the passphrase is a very sensitive code that should be strictly controlled. Access to it within your organization should be extremely limited. As mentioned previously, requesting a new passphrase must be done via the EDGAR Filer Management website, it must be accompanied by notarized authenticating documentation, and it must be accepted by the SEC (refer to Appendix E for instructions on how to generate a new set of EDGAR access codes and how to request a new passphrase). February 2005 1-7 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) The SEC does not keep these codes on file. It is the responsibility of the individual designated in Part III on the Form ID to provide these codes to the EDGAR filing parties, and to keep the codes secure. Section 16 filers must provide their EDGAR codes to their EDGAR contact at each of the companies for which they are insiders. Only ONE set of EDGAR codes will be valid for each individual, so it is essential that all relevant companies be given the codes. Only one Form ID should be submitted for a registrant. 1.3.1.1 Keep Assigned Access Codes Private To protect the integrity and security of the data you send, you must limit the number of people who know your CCC, password, and PMAC. 1.3.2 EDGAR Hardware and Software Requirements You will need certain hardware and software to use the OnlineForms website to prepare and transmit online submissions to EDGAR. You can only transmit an online submission using the Internet. The following list states the recommended system requirements:        Windows compatible PC Monitor (color recommended, but not required) Printer Internet browser: Netscape Navigator version 4.0 or higher or Internet Explorer version 5.0 or higher and supporting 128-bit cipher strength. Java should be enabled in the browser. EDGARLink and the OnlineForms website do not support Netscape 6.0 Word processing or spreadsheet applications having the option to save documents as standard ASCII or HTML text Internet access Adobe Acrobat Reader version 4.0 or higher 1.3.2.1 Software Requirements To run a standard Web browser and the Modernized EDGARLink application, you will need to use a 32-bit version of the Windows Operating System. Windows ‘95 version B or higher, ‘98, NT, or 2000 meets this 32-bit standard. If your operating system is something other than Windows, you may be able to access EDGAR using the Windows emulator. For more information about using the Web browser, see Chapter 2. 1.3.2.2 Operating Requirements You will need space for storing the text of submission documents. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 1-8 February 2005 1.3.2.3 Internet Communication to OnlineForms Website To access the OnlineForms website, you must first setup a connection through an Internet Service Provider (ISP). You should be aware that using the Internet is not without risk. Since many filers use the Internet on a day-to-day basis, they may assume that this filing path is always available. This is not always the case. Because the Internet consists of interconnecting communications equipment owned by many different companies and each essential to the delivery of your communications, the SEC cannot guarantee your Internet connection. The SEC has designed the EDGAR system to provide redundancy. If there are problems with the SEC’s Internet connection we will reroute traffic through other available routes. The newer your browser and operating system, the more effective your platform may be in sensing those route changes and responding to them. We recommend upgrading your browser and operating system to configurations that take advantage of more modern Internet technologies. We have tested the following configurations:   Windows 2000 with Internet Explorer 5.0 and 5.01 Windows NT 4.0 (Service Pack Six) with Internet Explorer 5.003 If your filing is critical, allow for potential Internet system outages by making your filing early. If this is not possible, then a backup transmission plan is essential. Consider having lines from more than one Internet Service Provider or multiple path lines from a single service provider. Use your Internet browser, Netscape, or Internet Explorer, to access EDGAR by entering the OnlineForms website URL: https://www.onlineforms.edgarfiling.sec.gov in the address location field or in the Open Location window. When you log into the OnlineForms website you can assemble and transmit submissions, transmit reduced-content submissions, or use any of the other additional online features. 1.3.3 Receiving E-Mail Status of Filings from the SEC You cannot be sure EDGAR has accepted your submission unless you receive an acceptance message. You have not made an official filing unless your acceptance message includes a filing date. You can have EDGAR send acceptance or suspense messages to your Internet electronic mail (E-Mail) address. 1.3.3.1 How EDGAR Uses the Internet for E-Mail EDGAR will forward acceptance and suspense messages to all filing entities with valid E-Mail addresses. As an EDGAR filer, you are entirely responsible for setting up a valid Internet address through an ISP. Internet access rates vary per ISP. Please note the following information about the EDGAR Internet services:  February 2005 With an Internet address, you can receive timely information regarding the acceptance or suspension of your filing 1-9 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III)  1.3.3.1.1 All Internet addresses have a maximum length of 80 characters. Only valid EDGAR characters are accepted for Internet addresses. We also recommend that you do not use the double quote (") character in an Internet address How to Order Internet Service Contact a local ISP for information on obtaining Internet access for general and EDGAR use. We do not recommend or prefer any individual ISP. 1.3.3.1.2 How Mail Is Addressed to the Internet Address EDGAR sends acceptance and suspense messages to the following:     The Login CIK contact E-Mail address when you submit a filing The E-Mail address that you list in the Submission Contact Information Each additional Notification E-Mail address you list in the submission information Each Reporting Owner company contact E-Mail address If you wish to permanently change the E-Mail address, then edit the Company Contact Information form on the OnlineForms website. For more details, please refer to Chapter 5, Edit Company Information. Note: Requested Return Copies are not sent via E-Mail address. You can only download requested Return Copies via the OnlineForms website. 1.3.4 Properly Prepare and Maintain Documents When you prepare an ASCII document for your submission, you must limit line width to 80 characters for text and 132 characters for tabular material (between table tags). For details on preparing EDGAR documents please refer to Chapter 6, Preparing Supplemental EDGAR Documents. Keep a manually signed signature page (or equivalent document) on file for five years. For details on signatures please refer to Chapter 6, Signatures for Electronic Filings. 1.4 How to Obtain the EDGAR OnlineForms Filer Manual You can download the latest version of the OnlineForms Filer Manual from our website (www.sec.gov). The Filer Manual is also available in HTML format on the OnlineForms website. Warning: When you login to the OnlineForms website, please read the Welcome Page. It contains information about EDGAR filing requirements, activities, and updates to the website. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 1-10 February 2005 1.4.1 Hours of Operation EDGAR accepts direct transmissions of electronic submissions each business day, Monday through Friday, from 6:00 a.m. to 10:00 p.m., Eastern Time. Transmissions started but not completed by 10:00 p.m. Eastern Time may be canceled, and you may have to re-submit on the next business day. 1.4.2 Filing Date of Electronically Transmitted Submissions Accepted live ownership filings will receive a filing date and time identical to its EDGAR receipt date and time if the filing receipt time is between 6:00 a.m. and 10:00 p.m. Eastern time on a normal business day. Note: Remember that submission transmission does not begin until EDGAR receives the first byte of a transmission. When you make a time-sensitive submission, allow time for setup of your Internet connection, completing and verifying the submission, and the start of the transmission. 1.4.3 Where to Send Paper Filings Temporary hardship exemptions in paper are not accepted for Section 16 Ownership filings or for Form ID applications/requests. We will return temporary hardship exemptions for Section 16 Ownership filings and Form ID applications/requests. Official filings made in paper as a result of a continuing hardship exemption should be mailed to the following address: Headquarters Location ATTN: Filing Desk US Securities and Exchange Commission Mail Stop 1-4, Room 1004 450 5th Street, NW Washington, DC 20549 1.5 Getting Help with EDGAR For general filing and technical information or help with the OnlineForms website, contact our Filer Support Staff in the Office of Filings and Information Services. Filer Support Staff can help you each business day from 7:00 a.m. to 7:00 p.m., Eastern time. You may reach them at (202) 942-8900 for help. 1.5.1 Getting Help with the Content of Filings or Exemptions/Adjustments For non-technical filing questions including filing content, hardship exemption requests, and filing date adjustments, contact the EDGAR Support Staff in the Divisions of Corporation February 2005 1-11 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Finance or Investment Management during normal business hours 9:00 a.m. to 5:30 p.m., Eastern time. If you need help with Corporation Finance filings, contact the Office of EDGAR and Information Analysis in the Division of Corporation Finance at (202) 942-2940. If you need help with investment company filings, contact the Division of Investment Management at (202) 942-0978. If you need help with Public Utility Holding Company Act filings, contact the Office of Public Utility Regulation, Division of Investment Management at (202) 942-0558. 1.5.2 Frequently Asked Questions Since we opened the Operational EDGAR system for testing on May 1, 1991, EDGAR filers have called Filer Support with a variety of questions about EDGAR. Below are some of the more frequently asked questions and answers. Questions Answers How do I reach the OnlineForms website? You can reach this site by using the OnlineForms website URL, which is https://www.onlineforms.edgarfiling.sec.gov. Please bookmark this site the next time you visit it. How do I reach the EDGAR Filer Management website You can reach this site by using the EDGAR Filer Management website URL, which is https://www.filermanagement.edgarfiling.sec.gov. Please bookmark this site the next time you visit it. Which Web browser shall I use? We recommend using one of the industry standard Web browsers, either Microsoft Internet Explorer 5.0 or later, or Netscape 4.0x - 4.7x. EDGAR does not support other browsers, such as Netscape 6.0 and AOL, at this time. Why may filing agents have more than one CIK? Filing agents may have several CIKs for accounting and management purposes. For example, a filing agent may use a different CIK for each operating office, each industry group, or for certain categories of filers on whose behalf they make an SEC filing(s). However, the filing agent must use a separate and distinct CIK for any filing(s) they make on their own behalf. What happens if I submit a filing by mistake? This could be a very serious problem if the filing does not contain errors that would cause EDGAR to suspend the filing. Once EDGAR accepts a public filing, it is immediately disseminated. We cannot intercept a filing after EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 1-12 February 2005 Questions Answers its acceptance and prevent its dissemination, nor can we retrieve the filing. How quickly can I determine whether my filing was accepted? The quickest way for you to find out if your filing was accepted or suspended is to use the OnlineForms website. You can also read the messages EDGAR will send to your Internet E-Mail address. How do I change my password? You may change your password within 10 days of the expiration date using the OnlineForms website. If both the password and the grace period have expired, you may generate a new set of EDGAR access codes (including the password) using the EDGAR Filer Management website and your passphrase. If you have forgotten your passphrase, you must request a new one before you can generate and new set of EDGAR access codes (refer to Appendix E for more information on the EDGAR Filer Management website capabilities). How do I change my CCC? You may change your CCC using the OnlineForms website. Login to EDGAR using the OnlineForms website, click on Retrieve/Edit Data, then click on Change Login Password or CCC. Please note that CCCs do not expire. Can I change an expired password via the OnlineForms website? Yes, if you change it within 10 days of the expiration date. If both the password and the grace period have expired, you must apply for a new password on Form ID. How do I change company information? You may update company information using the OnlineForms website by entering company information on the Change Company Information page and submitting the changes to us. You must provide the CIK and CCC for that company before you can change any information. How do I name my attached All document file names must be in lower case and no longer documents for filings sent via the than 32 characters in length. The names must start with a (aOnlineForms website? z) character and may contain (a-z) characters and (0-9) characters. File names may contain one '.', one '-', and one '_' character. File names must end with *.htm, *.txt, *.fil, *.jpg, or *.gif extensions. February 2005 1-13 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Questions Answers How do I check the status of a submission? You can check the status of filings using the OnlineForms website. Once you have logged into EDGAR and accessed the Company and Submission Information Retrieval page, you can access submission information for your CIK. You must provide the CCC before you can access any submission information. Can I submit my filing in PDF format? No, online filings do not allow any attachments in PDF format. How do I view an assembled submission or individual document prior to transmitting it to the SEC? You may view your submission as a PDF document prior to transmitting it. However, there is no way to view any of the attachments once they are uploaded. You should view your attachments prior to uploading them. Why does my browser connection fail during large file transfers to the OnlineForms website? The browser may not allocate enough cache for the current transmission. You may need to make more cache available to the browser (the recommended minimum is 20MB) before transmitting large filings to EDGAR. Can I download my Return Copy more than once? Return Copies are available for seven (7) business days. During that time, you can download Return Copies as many times as you want. What order shall I attach documents when assembling a submission using the OnlineForms website? It does not matter. Why do I get an "Accepted" status after submitting company updates via the OnlineForms website? The "Accepted" status means that EDGAR has successfully routed the submission to the appropriate internal and external destination(s). Only public filings are sent out through the Public Dissemination System. Company updates (COUPDAT) with a status of "ACCEPTED", as well as attached cover letter documents, are considered private. All private submissions and documents are available internally to the SEC only and are not disseminated to the public. How will I know if you have changed the OnlineForms website or the OnlineForms Filer Manual? The OnlineForms website will notify you of updates to the website. We will post a current version of the OnlineForms Filer Manual on the SEC website (http://www.sec.gov/info/edgar.shtml). Because we provide the updated OnlineForms Filer Manual in electronic format on the website, you can download the complete document EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 1-14 February 2005 Questions Answers and print the entire manual or specific chapters. We will also provide OnlineForms Filer Manual updates through the Public Reference Rooms. Please note that there may be an associated fee for updates retrieved through the Public Reference Rooms. Where do I find the Form ID? February 2005 Use the following URL to find the paper Form ID: www.sec.gov/divisions/corpfin/forms/id.htm. However, a paper Form ID will not be accepted. You must apply for EDGAR access electronically using the EDGAR Filer Management website at the following URL: https://www.filermanagement.edgarfiling.sec.gov. 1-15 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 2. GETTING STARTED USING ONLINEFORMS WEBSITE This section will cover the basics about using a browser, accessing the OnlineForms website, and how to assemble, and verify a submission. 2.1 Introduction to Web Browsers We created the OnlineForms website to make submitting filings easier by using Web-based technology. Web browsers read code called Hypertext Mark-up Language (HTML). Many people have become familiar with HTML as they have used the Internet. We are now using a browser as an integral part of EDGAR, providing our interface to the OnlineForms website. 2.1.1 Browser Differences There are two industry standard browsers currently in use today: Netscape Navigator and Microsoft Internet Explorer (IE). The OnlineForms website does not support Netscape version 6.0. Both comply with Secure Socket Layer (SSL) communications that you will use to reach the OnlineForms website, and are easy to obtain. Which browser you use is a personal preference. This section contains some functions that are innate to browsers, how your browser should be set up, and the differences between Netscape and IE. For the screen shots in this manual, we use Netscape version 4.08. You should be aware that there might be subtle differences if you are using IE or other versions of Netscape. Netscape Menu Bar Internet Explorer Menu Bar Figure 2-1: Browser Menu Bars Both browsers have very similar navigation functions: [Back], [Forward], [Stop], and [Reload] buttons, Current Address Location fields; as well as performing other functions such as printing and saving. The largest difference between the two browsers is button appearances and where to find the preference settings. For detailed information on your browser; see your browser’s user manual or help function. The browser window works similarly to all windows, in that it can be maximized, minimized, and sized. The default menu bar contains buttons that help you navigate the Internet; however, these buttons don’t necessarily help you navigate EDGAR. For the purposes of logging into February 2005 2-1 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) EDGAR, submitting filings and company queries, or updating company information, these buttons do not apply. Some of the functions you can use are Bookmark, to mark the EDGAR OnlineForms Login page for easy accessibility; Back, to correct, add, or remove criteria from a query; and Security, to turn on or off your security functions. 2.2 Accessing OnlineForms Website Only valid EDGAR users can log into the OnlineForms website. If you are not currently a valid EDGAR user please see Chapter 1, Preparing to Become an EDGAR Filer. 2.2.1 Logging into OnlineForms Website To access any of the OnlineForms functions, you will need to log into OnlineForms website: 1. Connect to the Internet. 2. Go to the EDGAR OnlineForms Login page: https://www.onlineforms.edgarfiling.sec.gov You must use https to access the EDGAR Login page. 3. Click in the CIK field and enter your CIK. 4. Press [Tab] and enter your password. This is your login password, not your CCC, or PMAC. Your password is casesensitive. See the Notes at the end of this section for more information about passwords. 5. Click the [Login to EDGAR] button. See the Notes at the end of this section for more information about possible login errors. 6. The Create Passphrase page appears if your CIK and password are valid and you do not have a passphrase. If your CIK and password are valid and you have a passphrase, the Welcome page appears. Figure 2-2: The EDGAR Create Passphrase Page EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 2-2 February 2005 To define a passphrase, type it in the data entry fields provided (the passphrase is not displayed in clear and it is an important security code: typing it twice ensures that no typographical errors occur during entry). Enter your existing PMAC (doing so verifies that you have the right to define a passphrase). If you’ve forgotten your PMAC, contact our Filer Support Staff at (202) 942-8900 for help. Click the [Create Passphrase] button. If your new passphrase is in the correct format (it must be in the same format as the PMAC) and the PMAC is valid for the CIK, the Create Passphrase Results page is displayed (you will be informed of any errors in the data entered and will be required to fix it before you can proceed). Figure 2-3: The EDGAR Create Passphrase Results Page Click the [Continue to EDGAR Welcome] button. The Welcome page appears. Sample The contents of this page may change for every release. Figure 2-4: The EDGAR OnlineForms Welcome Page (Top) Notes:   February 2005 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. 2-3 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III)    If your CIK and password do not match those saved in the database, you will see an Invalid Login page. If you find you are getting the Invalid Login page and your CIK and password are entered correctly, please contact Filer Support. Additional error messages you may see are Password Login Expiration messages. There are two different types of messages: Login Password to Expire Soon or Login Password Expired. If your password expires soon or if your password has expired within the last 10 days, EDGAR allows you to create a new password using your PMAC. For more details, please refer to Section 5. If you have a passphrase (see the Electronic Form ID Appendix for more information), you can get a new set of EDGAR access codes (including a password) using the EDGAR Filer Management Website – even if your password has been expired for more than 10 days. If you need assistance, contact our Filer Support Staff at (202) 9428900 for help. The passphrase is a security code that is new with the electronic Form ID capability in Release 8.7. It is used to generate EDGAR access codes (refer to the Electronic Form ID Appendix for more information). You must define a passphrase before you can access any of the EDGAR capabilities. 2.3 Navigating EDGAR Once you log into EDGAR, an option menu appears on the left-hand side of the browser window. This menu allows you to navigate easily through EDGAR without having to return to a menu page. This menu is broken down into two different sections:   Information Exchange Support EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 2-4 February 2005 Figure 2-5: EDGAR Menu Two additional functions will help you use the OnlineForms website. The [Logoff] button ends your EDGAR session. Clicking Home brings you to the EDGAR OnlineForms Welcome page. From this menu you can move back and forth between pages, find news, download software or template updates, or get additional assistance. 2.3.1 Information Exchange In the Information Exchange section there are three links:    Assemble Ownership Submission Transmit Reduced-Content XML Submission Retrieve/Edit Data By clicking on Assemble Ownership Submission, you can prepare, assemble, validate, and transmit online ownership submissions to EDGAR for processing. For more details, please refer to Section 3.1.4, Creating An Online Ownership Submission. By clicking on Transmit Reduced-Content XML Submission, you can transmit any reducedcontent submissions to EDGAR for processing. For more details, please refer to Chapter 4, Reduced-Content XML Submissions. By clicking on Retrieve/Edit Data, you can query company, or filing information, retrieve your Return Copies or change your password or CCC. For more details, please refer to Chapter 5, Additional Online Features. February 2005 2-5 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 2.3.2 Support In the Support section there are four links:     General Help Online FAQs SEC Rule Making Company Search 2.3.2.1 General Web Help If you need help while using the OnlineForms website on the Internet, click on General Help from the menu to bring up the General Support Menu page that displays a list of help topics. When you click on a topic, you are shown information or additional links to specify the type of assistance you need. Figure 2-6: General Help Page 2.3.2.2 Frequently Asked Questions Click on Online FAQs to open the EDGAR OnlineForms Frequently Asked Questions (FAQ) page. The FAQ page includes different questions that have been asked most often. You may EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 2-6 February 2005 find the answers helpful while using the OnlineForms website. Click on the hyperlink topic to display the answer in the lower portion of the window. 2.3.2.3 SEC Rule Making Click on the SEC Rule Making link to go to the SEC website that gives you up-to-date rule information. You will get information about rules that have been proposed or adopted, as well as other bulletins and notices. 2.3.2.4 Company Search The OnlineForms website restricts you to retrieving company information only for your CIK. To search for information about other companies, click on the Company Search link to redirect your browser to the EDGAR Company website (www.edgarcompany.sec.gov). From this website you can perform company searches through the EDGAR database that is updated daily. February 2005 2-7 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3. PREPARING AND TRANSMITTING ONLINE SUBMISSIONS TO EDGAR The OnlineForms website allows you to prepare and transmit form type submissions online. 3.1 Online Ownership Processing This section walks you through the process of preparing your submission of ownership reports (Forms 3, 4, and 5) using the OnlineForms website. 3.1.1 Legacy Ownership Processing If you prepared Section 16 ownership submissions for EDGAR in the past you know that it involved preparing a HTML or SGML ASCII primary ownership document. Next, you used EDGARLink to prepare the submission header and to attach the ownership primary document along with other attachments such as cover letters and power of attorney exhibits. Once the submission was prepared using EDGARLink, you then logged into the EDGAR Filing website using your CIK/password and transmitted the submission to EDGAR for processing. This allowed the SEC to notify investors about various insider transactions as soon as EDGAR processed them. One major disadvantage with this process was that the detailed information was buried in the HTML or SGML ASCII primary ownership document text. 3.1.2 Modernized Section 16 Ownership Processing In order to make it easier for filers and their agents to submit ownership and other required electronic filings, the SEC decided to establish an OnlineForms website. The ownership submission form types 3, 3/A, 4, 4/A, 5, and 5/A are the first set of EDGAR submission form types to be available for online preparation. The OnlineForms website software will use the filerprovided information to prepare an XML tagged ownership primary document that can be verified and printed by the filer and then transmitted to EDGAR for processing. Once EDGAR has accepted the submission it will disseminate the header in tagged SGML and the primary document in tagged XML. Note: You may only create and submit one Form submission at a time. If you are filing on behalf of a company's officers and directors you must create a separate form for EACH officer and director. 3.1.3 OnlineForms Data Gathering Model All online submissions will follow the same basic model. The OnlineForms website will:  February 2005 Allow you to choose the type of submission to prepare, (i.e., Assemble Ownership Submission) 3-1 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III)           Allow you to select the specific ownership form type that you want to assemble and submit to the SEC, (e.g., Form 3, Form 4, Form 5) Allow you to provide general submission information (i.e., contact name, phone number, E-Mail address, and Return Copy information) Allow you to provide additional E-Mail addresses to receive Filer Notification messages Allow you to provide all of the necessary information required by the SEC rules on an appropriate data gathering form Allow you to provide your signature and signature date Allow you to verify the information on the form Allow you to edit reporting owner address on the form where necessary Allow you to upload attachments (i.e., cover letters, exhibits, or correspondence) Allow you to review and confirm your information in the context of the form you are filing and then print the submission for your records Allow you to transmit the reviewed submission to EDGAR for processing The following are important notes to consider when preparing a submission using the OnlineForms website:     There is no capability to save work in progress so it is important for you to have all of the information necessary to complete the form before you begin to assemble your submission online You can exit the window at any time to discard your work in progress and start over All filings that you prepare and submit online are considered to be live EDGAR submissions; once you transmit an online prepared submission it will be automatically processed by EDGAR and, if accepted by EDGAR, immediately disseminated to the public The maximum size of your submission must not exceed 100 MB 3.1.4 Creating an Online Section 16 Ownership Submission This section outlines the general process for preparing a Section 16 ownership submission using the OnlineForms website and then transmitting the submission to EDGAR for processing. Before beginning, gather the following information:    Determine the proper submission form type you need to file  Note: To determine which form type you need to submit, go to http://www.sec.gov/rules/final/34-46421.htm, which is the SEC's Ownership Reports and Trading by Officers, Directors, and Principal Security Holders Rules section. Have your CIK, password, and CCC handy Determine the Issuer CIK and the ticker symbol of the transactions you need to report. You can use the company database for assistance, http://www.edgarcompany.sec.gov. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-2 February 2005      Make sure you have the CIK and CCC for each reporting owner to be included in the submission Make sure you have the proper address for each reporting owner to be included in the submission Make sure you have the E-Mail address for each additional addressee to receive filer notification messages Make sure you have all necessary transaction and holding details Prepare any attachments, such as a Cover Letter or Exhibit, save them in the correct format, and have the file names identified. 3.1.4.1 Select Ownership Submission Form Type The first step for preparing an ownership submission using the OnlineForms website is to select the proper ownership submission form type by: 1. Logging in to the OnlineForms website, https://www.onlineforms.edgarfiling.sec.gov. 2. Click on Assemble Ownership Submission in the menu bar. 3. The Select Ownership Form Type page will appear: Figure 3-1: Select Ownership Form Type Page 4. Using the pull down bar, select the form type you wish to prepare, and click on the [Assemble Ownership Submission] button. 5. A new browser window will open and the data entry page for the select submission form type should appear. For example, see the Ownership Form Type 3 page below. February 2005 3-3 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 3-2: Ownership Form Type 3 Page 3.1.4.2 Assemble Ownership Submission – Top of Form The following are some basic OnlineForms data entry conventions:       In Internet Explorer, disabled fields are made read-only and are colored gray. In Netscape, we can make the field read-only but cannot color it gray Required fields are indicated by an asterisk to the right of the label name (for example, CIK* and Date* are some of the required fields) Certain fields are indicated by a double asterisk to the right of the label name to indicate that a footnote is required if you are unable to provide the required data in the space provided (for example: Date Exercisable** and Conversion or Exercise Price of Derivative Security** are fields that require a footnote if the field is left blank) Press the [Tab] key to move from field to field Field level help is available by clicking on the label The [Exit Window] button will close the current data entry session and return to the Select Ownership Form Type Page. Any data entered or attachments uploaded will be discarded. Once the Assemble Ownership Submission data entry screen is displayed, you can begin completing your ownership submission for each of the entry sections: EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-4 February 2005 Submission Contact  Provide a point of contact for the submission in the name, phone, and E-Mail address fields. Return Copy Information  Indicate if you want a Return Copy of your submission generated by EDGAR. Notification Information  Enter additional E-Mail addresses to receive filer notification messages. Issuer Information  Enter the CIK and trading symbol for the Issuer company. Date Information   Enter the date of the event that triggered this submission, such as the earliest transaction date to be reported in a Form 4. The Date Original Filed is only available for amendments and refers to the date when the original submission that is being amended was filed. Reporting Owner Information    February 2005 Enter the CIK, CCC, and relationship fields for each reporting owner. Click on the [Add Entry] button to add additional reporting owners. To remove a reporting owner, select the radio button to the left of the reporting owner and click on the [Delete Entry] button. 3-5 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3.1.4.3 Assemble Ownership Submission – Middle of Form Figure 3-3: Assemble Ownership Submission – Middle of Form The middle part of the Assemble Ownership Submission data entry form indicates where Table I and Table II data are displayed. The following are some additional data entry conventions for the Assemble Ownership Submission data entry form:      Fields in Table I and II appear as read-only. You can enter data by clicking on the [Add Entry] button. The example above shows how Table I and II appear once entries have been added. To modify a row, select the radio button to the left of the entry you wish to modify and click on the [Edit Entry] button. To delete a row, select the radio button to the left of the entry you wish to delete and click on [Delete Entry] button. Footnote references are represented by a superscript to the right of the field. The referenced footnote appears at the bottom of the page. Date format is MM/DD/YYYY. The following sections illustrate how to enter the required information for Table I and Table II and provide footnotes where necessary. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-6 February 2005 3.1.4.3.1 Add Holding (Form 3 Non-Derivative Security) The Add Holding page appears when the [Add Entry] button is clicked in Form 3 Table I. You use this data entry form to enter all of your Form 3 non-derivative securities that appear in Table I. You must provide the title of the security, the amount of securities beneficially owned, and indicate if the security is owned directly or indirectly. If the security is owned indirectly, you must indicate the nature of indirect beneficial ownership. The following are some data entry conventions for this page:    Default unit for Amount of Securities Owned is Shares Default setting for Ownership Form is Direct Footnotes can be added on a per field basis by clicking on the corresponding [Footnote] button Figure 3-4: Add Holding Page (Non-Derivative Security) 3.1.4.3.2 Edit Holding (Form 3 Non-Derivative Security) The Edit Holding page appears when the [Edit Entry] button is clicked for Form 3 Table I. The Edit Holding page is similar to the Add Holding page in Table I and has the same data entry conventions. February 2005 3-7 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3.1.4.3.3 Add Holding (Form 3 Derivative Security) The Add Holding (Form 3 Derivative Security) page appears when the [Add Entry] button is clicked for Table II. You use this data entry form to enter all of your Form 3 derivative securities that appear in Table II. You must provide the title of the security, date exercisable, expiration date, title of securities underlying derivative security, amount or number of shares of securities underlying the derivative security, conversion or exercise price of the derivative security, and mark whether the security is owned directly or indirectly. If the security is owned indirectly, you must indicate the nature of indirect beneficial ownership. If you are unable to provide any of the following information in the space provided you must provide an explanation footnote for each situation:     a date for the Date Exercisable a date for the Expiration Date the Amount or Number of Shares of Underlying Derivative Securities the Conversion or Exercise Price of Derivative Security The following are some data entry conventions for this page:   Default unit for Amount of Securities Owned is Shares Default setting for Ownership Form is Direct Footnotes can be added on a per field basis Figure 3-5: Add Holding Page (Derivative Security) EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-8 February 2005 3.1.4.3.4 Edit Holding (Form 3 Derivative Security) The Edit Holding page appears when the [Edit Entry] button is clicked for Table II. The Edit Holding page is similar to the Add Holding page for Table II and has the same data entry conventions. 3.1.4.3.5 Footnotes The Footnotes page appears when you click on the [Footnote] button from Table I or Table II entry page. You use this page to add, edit, or delete footnotes associated with your submission. In addition, you use this page to associate selected footnotes with a specific data entry field from Table I and Table II. The following are some data entry conventions for this page:      February 2005 This page contains the master list of all of the footnotes for this submission. To apply a footnote to a field, select the “Apply To Field” checkbox for that footnote. To add a new footnote, click on the [Add Footnote] button. To modify a footnote, select the radio button to the left of the entry you wish to modify and click on the [Edit Footnote] button. To delete a footnote, select the radio button to the left of the entry you wish to delete and click on the [Delete Entry] button. 3-9 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 3-6: Footnotes Page 3.1.4.3.5.1 Add Footnote The Add Footnote page appears when the [Add Footnote] button is clicked. The following are some data entry conventions for this page:     You can enter up to 1000 characters for a footnote. If you need to add more than 1000 characters, split your footnote in multiple pieces and associate the pieces with the appropriate fields using the Footnote page. EDGAR will automatically create the footnote number. Click on the [OK] button to save the footnote entry. Click on the [Cancel] button to cancel the footnote entry. Figure 3-7: Add Footnote Page 3.1.4.3.5.2 Edit Footnote The Edit Footnote page appears when the [Edit Footnote] button is clicked. You can modify the existing text of the footnote. The following are some data entry conventions for this page:   Click on the [OK] button to save the footnote changes. Click on the [Cancel] button to cancel the footnote changes. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-10 February 2005 Figure 3-8: Edit Footnote Page 3.1.4.4 Assemble Ownership Submission – Bottom of Form The bottom part of the Assemble Ownership Submission data entry form illustrates where the Explanation of Responses and Signature data is displayed. The following are some additional data entry conventions for this page: Explanation of Responses    Each form type has some specific responses that are indicated by checking the box. Some of these checkboxes are automatically filled in based on your responses in Table I and Table II, while others you must complete if appropriate. For example, on Form 3 there is a response “No securities are beneficially owned” along with a checkbox that is auto-filled. When the page first appears, it will be checked. If you add an entry to Table I or Table II, the checkmark will be removed. Footnotes are listed here as read-only. You can enter additional footnotes or modify an existing footnote by returning to the Table I or Table II entry portion of the form. Remarks can be used to supply additional commentary on the submission. This field also should be used to provide a list of exhibits and other attachments, if any. Remarks exceeding the 2000 character limit should be included in an attached document. Signature Data   February 2005 Enter the name of each reporting person in the signature field along with the date signed. Click on the [Add Entry] button to add more signature entry lines. To delete a signature, select the radio button to the left of the entry you wish to delete and click on the [Delete Entry] button. 3-11 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 3-9: Assemble Ownership Submission – Bottom of Form 3.1.4.5 Verify Form Once you have completed all of the information for the submission, you need to verify the form information. Either the Assemble Ownership Error Screen or the Insider Confirmation/Correction page will appear when the [Verify Form] button is clicked. 3.1.4.6 Assemble Ownership Errors If there were any errors on the form, the form will be redisplayed with the error fields marked. You should follow the instructions on the page to correct the errors. For example, Figure 3-10 marked the following errors:     Submission contact E-Mail is formatted incorrectly; it needs an "@" to be valid Issuer CIK is formatted incorrectly; it can only be all numeric Date is formatted incorrectly; it should be MM/DD/YYYY CCC provided is not valid for the Reporting Owner CIK provided Note: EDGAR will validate ONLY the format and syntax of the information provided, and that the Issuer CIK and Reporting Owner CIK and CCC combination are valid. YOU ARE EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-12 February 2005 RESPONSIBILE for confirming the accuracy of all transactional and ownership information submitted in the Form. Figure 3-10: Assemble Ownership Form With Errors (Form Type 5) If there are errors in Table I or Table II you need to select the field entry or field value that needs to be revised, and click on the [Edit Entry] button. The detailed form will appear with the fields in error marked, as shown in the example below. For example, Figure 3-11 marked the following errors:   February 2005 Transaction Date is formatted incorrectly; it should be MM/DD/YYYY Price of securities acquired of disposed of is formatted incorrectly; it has two decimal places in the number 3-13 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 3-11: Edit Transaction With Errors (Form Type 5, Non-Derivative Security) 3.1.4.7 Insider Confirmation/Correction If your submission was successfully verified, the Insider Confirmation/Correction page will appear. As part of verification, EDGAR retrieves the company name for the Issuer CIK and the name and address information for each reporting owner you entered. Before continuing, you need to confirm that the name and address information that was retrieved from EDGAR based on the issuer CIK and reporting owner CIK and CCCs are correct and update where necessary. The following are some data entry conventions for this page:  If you need to modify a reporting owner's mailing address, select the desired reporting owner row and click on the [Edit Mailing Address] button. Note: These address changes apply only to the addresses contained within this form and do not update the CIK's address of record. To update the address of record, you must use the "Retrieve/Edit Data" link in the main EDGAR OnlineForms window. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-14 February 2005 Figure 3-12: Insider Confirmation/Correction 3.1.4.8 Edit Mailing Address The Edit Mailing Address page appears when the [Edit Mailing Address] button is clicked. This screen allows you to modify the mailing address for addresses contained within this form and do not update the CIK's address of record. To update the address of record, you must use the "Retrieve/Edit Data" link in the main EDGAR OnlineForms window. The following are some data entry conventions for this page:   February 2005 Click on the [OK] button to change the information for this submission Click on the [Cancel] button to return to the Insider Confirmation/Correction screen without making changes. 3-15 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 3-13: Edit Mailing Address 3.1.4.9 Upload/Delete Attachment(s) The Upload/Delete Attachment(s) page appears when the [Upload/Delete Attachment(s)] button is clicked. This page allows you to manage the attachments associated with your submission. The following are some data entry conventions for this page:     Click on the [Upload Attachment] button to upload an attachment. If you need to delete an attachment, select the radio button to the left of the attachment you wish to delete and click on the [Delete Attachment] button. Click on the [Edit Ownership Form] button to return to the Assemble Ownership Submission data entry form. Click on the [Transmit Submission] button to proceed to transmit your submission to the server. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-16 February 2005 Figure 3-14: Upload/Delete Attachment(s) 3.1.4.10 Upload Attachment The Upload Attachment page appears when the [Upload Attachment] button is clicked. Note: Any attachments you plan to include should already have been prepared and saved in the appropriate format prior to assembling your online submission. The following are some data entry conventions for this page:   February 2005 To upload an attachment to the server, enter the attachment information in the fields, and then click on the [Upload] button. To return to the Upload/Delete Attachment(s) screen without uploading an attachment, click on the [Cancel] button. 3-17 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 3-15: Upload Attachment 3.1.4.11 Transmit Submission Confirmation The Transmit Submission Confirmation page appears when the [Transmit Submission] button is clicked. The following are some data entry conventions for this page:  Click on the [Cancel Transmission] button to return to the Assemble Ownership Submission data entry form.  Click on the [View/Print Submission] button to view the submission document in PDF format.  Click on the [Transmit Submission] button to proceed to transmit the submission to EDGAR for processing. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-18 February 2005 Figure 3-16: Transmit Submission Confirmation 3.1.4.11.1 View/Print Submission The View/Print Submission page appears when the [View/Print Submission] button is clicked. Use this to print a copy of your form for your records. The following are some data entry conventions for this page:   February 2005 To view your submission as an Adobe PDF document, click on the [Continue] button. This will display your submission via the Adobe Acrobat Reader as shown in the example below. From the Acrobat Reader, you can print your document by selecting the printer icon. To close this window and continue your submission processing, click on the [Close] button. 3-19 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 3-17: View/Print Submission Page Figure 3-18: PDF Document EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-20 February 2005 3.1.4.12 Transmit Submission Acknowledgement The Transmit Submission Acknowledgment page appears when the [Transmit Submission] is clicked from the Transmit Submission Confirmation page. This page provides acknowledgement of the transmission, along with the submission accession number. Figure 3-19: Transmit Submission Acknowledgement Record your accession number so you can later identify your submission and retrieve the acceptance messages and Return Copy from the website. 3.1.4.13 Transmit Submission Cancelled The Transmit Submission Cancelled page appears when the [Cancel Transmission] button is clicked. The following are some data entry conventions for this page:   February 2005 Click on the [Edit Ownership Form] button to return to the Assemble Ownership Submission data entry form. Click on the [Upload/Delete Attachment(s)] button to return to the Upload/Delete Attachment(s) page. 3-21 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 3-20: Transmit Submission Cancelled EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 3-22 February 2005 4. REDUCED-CONTENT XML SUBMISSIONS 4.1 Preparing Reduced-Content XML Submissions Preparing a submission without using the OnlineForms website requires a working knowledge of XML. The OnlineForms website automatically assembles all your information into an EDGARcompatible XML ownership submission. XML forms are accepted by EDGAR, processed, and indexed into our databases. If you want to prepare your submission without using the OnlineForms website, you must use our Reduced-Content XML Filing Specification document. You can find additional information about this document and download it from our website: http://www.sec.gov/info/edgar/ednews.shtml. Reduced-Content XML submissions must be transmitted to EDGAR via the Transmit Reduced-Content XML Submissions link on the OnlineForms website. Note: Reduced-Content XML Submissions are only accepted through the OnlineForms website. 4.1.1 Test and Live Submissions You cannot create test submissions online using the OnlineForms website. However, if you choose to prepare your own XML submission using the Reduced-Content XML Filing Specification, we allow you to transmit the submission as a test submission to verify that your XML is correct. EDGAR treats all submissions transmitted this way as "test" and they will not be disseminated. 4.2 Transmitting Reduced-Content XML Submissions Prior to transmitting, prepare your Reduced-Content XML Ownership Submission file. You can then transmit your ownership Reduced-Content XML Submission using the OnlineForms website, (https://www.onlineforms.edgarfiling.sec.gov) by: 1. Logging into the OnlineForms website (see Section 2.2.1). 2. Click on Transmit Reduced-Content XML Submission in the menu bar. 3. The Transmit Reduced-Content XML Submission page appears and asks you to specify whether to transmit the Reduced-Content XML submission as a TEST submission or as a LIVE submission. Note: If you are not ready to make a LIVE submission, choose "test" submission. If you make a "LIVE" submission, we will automatically disseminate the public portions of your submission(s). Please use caution when transmitting LIVE submissions to EDGAR. Also, the maximum size of your submission must not exceed 100 MB. February 2005 4-1 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 4-1: Transmit Reduced-Content XML Submission Page 4.2.1 Transmit Reduced-Content XML as a Test Submission Once you have logged into OnlineForms website and accessed the Transmit Reduced-Content XML Submission page, you can transmit your Reduced-Content XML Submission as a test submission: 1. Click on Transmit as a Test Submission. 2. The Transmit Test Submission page appears. Figure 4-2: Transmit Test Submission Page 3. Click on the [Browse...] button. The Choose File window appears. 4. Open the location of your submission in the Look In: field. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 4-2 February 2005 Figure 4-3: Transmit Test Submission File Upload Window Note: If your XML submission does not appear immediately, change the Files of Type to All Files (*.*). 5. Click on your XML submission. 6. Click on the [Open] button. The Submission File Name field fills with the location and name of your submission. When you are ready to transmit a TEST filing: 7. Click on the [Transmit TEST Submission] button. Once you click this button, EDGAR will process your submission. 4.2.2 Transmit Reduced-Content XML as a Live Submission Once you have logged into OnlineForms website and accessed the Transmit Reduced-Content XML Submission page, you can transmit your Reduced-Content XML Submission as a live submission by: 1. Click on Transmit as a Live Submission. 2. The Transmit Live Submission page appears. February 2005 4-3 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 4-4: Transmit Live Submission Page 3. Click on the [Browse...] button. The Choose File window appears. 4. Open the location of your submission in the Look In: field. Figure 4-5: Transmit Live Submission File Upload Window Note: If your XML submission does not appear immediately, change the Files of Type to All Files (*.*). 5. Click on your XML submission. 6. Click on the [Open] button. The Submission File Name field fills with the location and name of your submission. When you are ready to transmit a LIVE filing: 7. Click on the [Transmit LIVE Submission] button. Once you click this button, EDGAR will process your submission. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 4-4 February 2005 4.2.3 Transmission Status OnlineForms has a transmitting indicator that appears in the bottom pane of your browser window. While your submission is being transmitted to EDGAR, the words "Transmitting Files" scrolls from right to left. The scrolling text stops and the Transmit Submission Results page appears when the transmission is complete. An accession number appears on the Transmit Submission Results page. Note: This does not mean your submission has been accepted. It means your submission has been transmitted. You can find the status of your submission one of two ways:   Through E-Mail By performing a Submission query on the OnlineForms website. For more details please refer to Section 5.2, Submission Information. February 2005 4-5 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5. ADDITIONAL ONLINE FEATURES The previous chapters discussed preparing, compiling, and transmitting submissions. The OnlineForms website provides the following additional features. 5.1 Accessing Submission and Company Information You can access submission and company information using the OnlineForms website, (https://www.onlineforms.edgarfiling.sec.gov): 1. Log into the OnlineForms website (see Section 2.2.1). 2. Click on the [Retrieve/Edit Data] button. 3. The Retrieve/Edit Data page appears and prompts you for your CIK and CCC information:  Enter your CIK in the CIK field and press [Tab].  Enter your CCC in the CCC field.  Click on the [Continue] button. This page verifies that you have access to retrieve or edit information on the EDGAR system. Figure 5-1: Retrieve/Edit Data Page The next page is the Retrieve/Edit Company and Submission Data page, which is shown in Figure 5-2. You can access the following functions from this page:      Retrieve Submission Information Retrieve Company Information Retrieve Return Copies Change Login Password or CCC Enter Another CIK/CCC February 2005 5-1 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 5-2: Retrieve/Edit Company and Submission Data Page 5.2 Submission Information Retrieve Submission Information allows you to verify and retrieve information about any submission in EDGAR that is associated with the login CIK you entered. Information will only be returned for submissions where the CIK (identified in the upper left corner of the Retrieve/Edit Company and Submission Data page) is either the Filer CIK or Login CIK of the related submission. Access to submission status information depends upon some time variables. In general, test filing information will only be available for two business days. Suspended filing information will be available for six business days. Accepted live filing information will be available for thirty business days. 5.2.1 Retrieving Submission Notification Once you have logged into EDGAR and accessed the Company and Submission Information Retrieval page, you can access submission notifications for your CIK: 1. Click on Retrieve Submission Information. 2. The Retrieve Submission Information page appears. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5-2 February 2005 Figure 5-3: Retrieve Submission Information Page 3. Enter query parameters for any or all of these three fields:  Enter the accession number of the filing you are looking for in the Accession Number field. This query page does not accept wild card characters. To retrieve all submissions, leave the Accession Number field blank.  Choose the type of submission you are looking for: Test, Live, or Both from the Submission Type field.  Choose the date range of when the submission was transmitted: Today, Within 5, 10, or 30 Days from the Receipt Date Range field. 4. Click on the [Get Information] button. EDGAR retrieves a list of submissions associated with your CIK using the criteria you entered above. Note: If the information you enter does not retrieve any submissions, you can click on the [Back] button and enter different information. February 2005 5-3 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 5-4: Submission Information Page When the Submission Information page appears, a list of filings displays. Click on the accession number hyperlink to retrieve the Submission Notification page for that filing. This page displays the E-Mail notification that the E-Mail recipients received. You can print this page for future reference using your browser’s printing function. Figure 5-5: Submission Notification Page EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5-4 February 2005 5.3 Retrieve Company Information Another feature in EDGAR is the ability to retrieve and update your company information from the OnlineForms website. (From EDGAR's perspective, every CIK belongs to a filing entity generally referred to as “company.” In this case, each reporting owner is a “company.”) Once you have logged into EDGAR and accessed the Company and Submission Information Retrieval page, you can retrieve your company information: 1. Click on Retrieve Company Information. The Company Information page appears. February 2005 5-5 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 5-6: Company Information Page EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5-6 February 2005 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, Company/Individual indicator, and Foreign/Domestic indicator) will be displayed. For example, if you are a “Filing Agent” or “Training Agent” the Filer Information section will not be displayed. Note: You cannot change your CIK. You can also print this page using your browser’s print function for future reference. For general company queries (including wildcard searches), please search the EDGAR Company database (http://www.edgarcompany.sec.gov). 5.3.1 Edit Company Information Once you have logged into EDGAR and accessed the Company and Submission Information Retrieval page, you can edit your company information: 1. Click on the Retrieve Company Information. The Company Information page appears. 2. Scroll to the bottom and click on the [Edit Company Information] button. The Edit Company Information page appears.  Note that only the information pertinent to you based upon your filer attributes (Filer Type, Company/Individual indicator, and Foreign/Domestic 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. February 2005 5-7 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 5-7: Edit Company Information Page (Top) 3. Click in the field you want to edit and change the information. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5-8 February 2005  If you want to change your Company Name, the company name may be modified by the software to meet the EDGAR conformance standards. These standards can be accessed by clicking on the link in the note above the Company Name field. Note that you will be prompted with these changes before you actually submit them.  If you want to change one of your addresses to be the same as your Mailing Address, select the “same as” checkbox next to the appropriate address section. This will clear out the address currently in that section and make it the same as your mailing address upon submission.  If you are a Filer/Company and select “Foreign” as your Domestic/Foreign indicator, you may add a foreign company name in the “Foreign Name” field in the Filer Information section. 4. When finished, click on the [Submit Changes] button. 5. 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. 6. Confirm the changes by clicking on the [Confirm Company Changes] button at the bottom of the page. Figure 5-8: Edit Company Information Confirmation Page  If you want to cancel the changes, click on the [Cancel Changes] button or click on the browser's [Back] button. 7. 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. Our Filer Support staff needs to review any change to your company's name. Filer Support can reject any name change if it is deemed unacceptable. If your proposed name change is rejected you will receive a suspense notification message, otherwise you will receive an acceptance notification message. February 2005 5-9 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 5-9: Edit Company Information Acknowledgment Page If you want to return to the Retrieve/Edit Company and Submission data page, click on the [Return to Retrieve/Edit Company and Submission Data Menu] button at the bottom of the Edit Company Information Acknowledgment page. 5.4 Return Copy Support When you complete an online submission you can choose to request a Return Copy of that submission. EDGAR will post a copy of your accepted submission on the OnlineForms website. If you transmit a Test submission to EDGAR, only the Login-CIK can access both Accepted or Suspended submission requested Return Copies. If you transmit a Live submission to EDGAR, each reporting owner can access the accepted requested Return Copy. Suspended Live submission requested Return Copies are not available to anyone. 5.4.1 Retrieve Return Copies Once you have logged into EDGAR and accessed the Company and Submission Information Retrieval page, you can retrieve Return Copies for your CIK: 1. Click on Retrieve Return Copies. The Return Copy Information page appears with a list of submissions associated with your CIK. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5-10 February 2005 Figure 5-10: Return Copy Information Page 2. To view a requested Return Copy, click on the [Yes] button at the bottom of the page. 3. The Return Copy Download page displays the list of accession numbers. Select an accession number and click the [Download Return Copy] button. Figure 5-11: Return Copy Download Page February 2005 5-11 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) The Requested Return Copy Download Confirmation page confirms the submission you want to download and advises you of the approximate amount of time it takes to download the information. Figure 5-12: Return Copy Download Confirmation Page 4. Click on the Accession Number to continue. 5. The Return Copy page appears and displays a requested Return Copy of your submission. Note: Requested Return Copies are stored on the OnlineForms website for seven business days. Use your browser’s print feature to print the Return Copy for future reference. You can also use your browser’s save feature to save the Return Copy as a HTML or text file. 5.5 Change Login Password or CCC The Change Login Password or CCC option has a page for you to select either of two options as shown in Figure 5-13:   Change Password Change CCC (CIK Confirmation Code) Click on the Change Login Password or CCC option on the Retrieve/Edit Data page, and this page will appear. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5-12 February 2005 Figure 5-13: Change Company Password or CCC Page Your EDGAR password is good for only twelve (12) months. Be sure you change your password on the Filing website before it expires. 5.5.1 Changing Your Password 1. Login to EDGAR and access the Change Company Password or CCC page. 2. Click on the [Change Password] button. February 2005 5-13 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Figure 5-14: Change Company Password Note: Your password must contain eight characters with at least one letter, one number, and one special character. 3. When the Change Password page appears, enter the company’s CIK, Old Password, New Password, Confirm the New Password, and Password Modification Access Code (PMAC). 4. Click on the [Change Password] button. Figure 5-15: Change Password Results Page Note: All CCCs and passwords are case-sensitive and must be entered correctly. 5.5.2 Changing Your CCC (CIK Confirmation Code) You can change your CCC at anytime. To change your CCC: EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5-14 February 2005 1. Enter your CIK, Password, new CCC, and Confirm New CCC. 2. Click on the [Change CCC] button. Figure 5-16: Change CCC (CIK Confirmation Code) Page Note: Your CCC must contain eight characters with at least one letter, one number, and one special character. The Change CCC Results page appears, confirming your CCC change. This change is effected immediately on the Filing website. If you exit the site and try to login again, you must use the new CCC. Figure 5-17: Change CCC Results Page If you mistype your CIK or CCC, you may see the Invalid CIK/CCC error screen. Click the [Back] button on your browser and enter it again. If you are still having problems, please call Filer Support. February 2005 5-15 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5.6 Logging in with (Enter) Another CIK/CCC As you navigate through the Submission and Company Information page, the information you retrieve is limited to your login CIK. If you have more than one CIK you can change to an alternative CIK: 1. From the Retrieve/Edit Company and Submission Data page, click on Enter Another CIK/CCC. The Retrieve/Edit Data login page appears. 2. Enter your CIK, CCC, and click on the [Continue] button. You can then access or edit all information associated with that CIK. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 5-16 February 2005 6. PREPARING SUPPLEMENTAL EDGAR DOCUMENTS 6.1 Introduction This chapter includes the specifics of preparing a supplemental attached document, such as a power of attorney attachment or a cover letter. This chapter is divided into the following sections: Section: Page Number: Section A -- Creating Documents 6-1 Section B -- Tags Used Within Documents 6-9 Section C -- Special Handling for Certain Documents 6-11 Section D -- Signatures for Electronic Filings 6-16 SECTION A -- Creating Documents Your successful creation of electronic submissions requires that:  Both the sending and receiving computers must "speak" the same language. For EDGAR to read what it receives, you must prepare your documents in American Standard Code for Information Interchange (ASCII) or HTML, version 3.2. In this section, you will find a discussion of ASCII and a listing of the characters recognized by EDGAR. 6.2 Terminology You need to be aware that certain terms have special meaning when used in electronic filing procedures. Common filing terms are defined in Table 6-1. February 2005 6-1 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Table 6-1: Terms Used During Electronic Filing Term Accession Number ASCII ASCII/SGML Document Electronic Filer Electronic Filing Electronic Submission Form Type Grouped Tags Meaning A unique number generated by EDGAR for each electronic submission. EDGAR reports accession numbers in acceptance/suspense messages to you. The accession number consists of three elements: the filer's login CIK (10 digits), the year (2 digits), and a sequence number (six digits, leftpadded by zeroes, to a maximum of 999,998) For example: 000035000199-000256. Accession numbers are automatically displayed when you send a submission to EDGAR electronically, whether or not EDGAR ultimately accepts the submission. This abbreviation stands for the American Standard Code for Information Interchange. It is a binary code used by the computer to represent characters. This is our term for SGML documents in ASCII format, which differ from the new HTML document format that EDGAR also supports. A discrete unit of text or graphic. One or more documents (one primary document with optional supporting documents) comprise an electronic submission. Examples of documents include a Form 3, a cover letter, or an exhibit. Exhibits (only) are included in EDGAR documents beginning with the value "EX". See Appendix C. A person or entity that submits filings electronically pursuant to Regulation S-T. A document or group of associated documents filed by an electronic filer under the federal securities laws that is transmitted or submitted to the Commission in electronic format. A form type header and all associated documents representing one or more filings that are transmitted to the Commission in electronic format. An electronic submission may also contain correspondence material. A distinct type of document that is required to be filed pursuant to the federal securities laws, e.g., Form 3 or 4. Ownership form types may have several variants (e.g., an initial ownership filing and an amendment). For EDGAR, each variant is recognized by a specific name, referred to as a submission type. The ownership form types and their applicable submission types are identified in Appendix A. Tags (fields) that must appear together. The tags that must follow the lead tags are shown with the same number plus an alpha designation (e.g., 4, 4a, etc.). When you use grouped tags, all of the possible grouped tags may not apply to your filing. You should only use applicable tags. See Tag in this list of terms. Note: The OnlineForms website automatically groups and places the XML tags in the submission together when you assemble your submission. EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 6-2 February 2005 Term Header Meaning The basic information required to supplement each electronic submission and document submitted through EDGAR. Submission headers provide identifying information about the filing (e.g., the submission type of the principal document, the identity of the electronic filer, and any fee data). Document headers identify each document in an electronic submission. Note: In the OnlineForms website, XML tags are automatically placed in the submission by the online data entry and assembly forms provided. HTML Issuer Registrant Reporting Owner SGML Submission Medium Submission Type Tag February 2005 This abbreviation stands for the HyperText Mark-up Language. It is a mark-up language used to create documents that are portable from one platform type to another. HTML documents are ASCII documents with generic tags that are appropriate for representing information from a wide range of applications. EDGAR accepts a subset of the tags from the HTML 3.2 standard, as recommended by the World Wide Web Consortium (W3C). See Chapter 7 for more information. A company, partnership, investment trust, mutual fund, or similar entity that has filed a Securities Act registration statement and has issued ownership securities to reporting owner entities. A company, partnership, investment trust, mutual fund, or similar entity that files a Securities Act registration statement, or that has a continuing reporting obligation under the Securities Exchange Act, Investment Company Act, or Public Utility Holding Company Act. An individual or group that files a Securities Act ownership statement, or who has a continuing ownership reporting obligation under the Securities Exchange Act, Investment Company Act, or Public Utility Holding Company Act. This abbreviation stands for the Standard Generalized Mark-up Language. It is an accepted standard, set forth by International Standard ISO 8879 that allows entities to define tagging constructs that convey and capture specific information. Submission Medium: One of the two methods that you may use to submit ownership filings to EDGAR: Internet, or Online. Direct dial transmission (PPP), and Leased Line are not acceptable submission media for ownership submissions. The specific name by which EDGAR recognizes the variants of filings with the SEC (e.g., for Form Type 3, the initial statement of beneficial ownership of securities, EDGAR recognizes the submission type 3/A.) The OnlineForms website automatically creates XML header tags as you fill in the online web forms provided. Some tags will still be used within documents. A tag is an identifier that labels specific information to EDGAR. You must place an angle bracket () on either side of a term to designate it as a “begin” tag. An “end” tag also has angle brackets but is distinguished by use of the "/" (virgule/slash) immediately following the opening angle bracket ( and , respectively. See Section 6.7 for a listing of ASCII/SGML tags. 6-3 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Term Transmission Value XFDL XML Meaning A set of one or more submissions sent electronically to EDGAR during an on-line session. Information supplied by you and inserted in a field or after a tag (i.e., for the tag , insert the name of a module included in the submission). This abbreviation stands for Extensible Form Description Language. A way of structuring forms so that they may be used on an Web-based medium. This abbreviation stands for Extensible Markup Language. A universal format for structured documents and data on the Web. It is derived from and appears like HTML or SGML tags; however, XML is not restricted to a specific list of tags. 6.3 ASCII This section discusses the character types allowed and not allowed inside your submission documents. 6.3.1 Character Code Requirements Differ by Submission Medium All documents attached to online submissions must be in ASCII. 6.3.2 EDGAR Recognizes a Limited Set of Keyboard Characters EDGAR recognizes a subset of standard ASCII characters. You should use only the list of characters listed in Table 6-2 in your filing. If you use characters or commands outside of this set in your EDGAR submission, EDGAR may suspend the filing. Table 6-2: Characters Allowable within a Filing Character 0-9 A-Z a-z ` ~ ! @ # $ % & * ( ) . EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Description numeric characters upper case alphabet lower case alphabet grave accent Tilde exclamation point at sign number (pound) sign dollar sign percent sign Ampersand asterisk (star) left parenthesis right parenthesis Period 6-4 February 2005 Character + [space bar] { } [ ] | \ : ; “ ‘ , _ ? / = Description Hyphen plus sign space bar key left brace right brace left bracket right bracket vertical line back slash (reverse virgule) Colon semi-colon quotation mark Note: Not a valid character in a header tag value. It is valid within the text of a document. single quote/apostrophe less-than (left angle bracket) greater-than (right angle bracket) Comma underline (may be used on a separate line or between characters, but not to underline a character) question mark slash (virgule) equal sign EDGAR also recognizes the following control characters:     Horizontal tab (will not cause the filing to be suspended; however, EDGAR will not display the effect in the filing) Line feed Carriage return Form feed (page break) 6.3.3 Why the EDGAR System Recognizes Only Standard Character Sets We selected the standard computing character set to facilitate the use of a wide variety of equipment and software. 6.3.4 How the Requirement for ASCII Affects Word Processing Note: The following section applies only to ASCII/SGML, but not to HTML documents. For information on HTML documents; see Chapter 7. You can use many popular word processing and spreadsheet applications to save a document as an ASCII text file. The process for saving to ASCII varies from one software package to another, and it may be called "MS-DOS text with line breaks," "save as text only file," "MS-DOS text with layout," or "save as ASCII DOS text". February 2005 6-5 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Word processing software includes various control codes that are used to indicate document style and format (e.g., bold face, underlining, italics, special characters or symbols, automatic pagination, headers/footers, and print fonts). Because these codes are not part of the standard ASCII character set, and EDGAR does not recognize them, you must remove them from all files that you submit to EDGAR. If you save a document prepared with word processing software as an ASCII text file, most word processing control codes will be removed. You should remember the following about ASCII conversions:     Advanced word processing features such as footnoting often do not properly convert to ASCII. There are some exceptions when special procedures are used; consult your word processing manual. You may have to manually construct footnotes and other document elements the way you would if you were using a typewriter. You should turn Auto-hyphenation off when preparing EDGAR documents. If you are submitting Reduced-Content XML Submissions, we encourage you to verify that your word processing software package creates accurate ASCII document output by submitting a test filing. You may have problems if you convert tabular or columnar material to ASCII. If you use tabs with proportional type fonts, their positions may not be kept in the same position when you convert to ASCII. Even when you use non-proportional fonts in the word processing, the number of spaces inserted in ASCII to replace tabs may not be consistent with the original text. We encourage you to check the ASCII version of your tabular material before transmitting to us and put in manual spaces (using your space key) as placeholders instead of tabs or columns. 6.3.5 About HTML Chapter 7 contains detailed information about creating and submitting HTML documents. 6.3.6 Common Symbols that EDGAR Does Not Recognize There are a few common symbols frequently available in word processing software that EDGAR does not recognize. The most common of these symbols are listed below in Table 6-3. Where appropriate, please spell out the name of these symbols. The following unrecognizable symbols also apply to HTML 3.2 formatted submissions; however, within HTML you can represent these symbol characters using a W3C-approved “extended reference set” of characters. See Chapter 7 for more detailed information. Table 6-3: Unrecognized Symbols in EDGAR Character ¢ £ ¥ EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) Description cent pound sterling yen 6-6 February 2005 Character • † ‡ ¶ § © ® ™ Description bullet dagger double dagger trademark paragraph section copyright registered trademark 6.3.7 System Inserts "^" For Unrecognized Characters When EDGAR encounters characters that it does not recognize, it inserts a circumflex (^) and usually suspends the submission. In some cases, EDGAR can accept the filing with a limited number of unrecognized characters. 6.4 Description of ASCII/SGML Tags Some tags are used within documents. ASCII/SGML tags identify data that follow formatting instructions, or signal EDGAR regarding a particular aspect of the filing. For all non-primary supplemental documents within ownership submission, you continue to include document specific tags, such as the tags or graphic file references in HTML documents. In Section B of this chapter, we include a list of document specific tags that are still valid in EDGAR. 6.5 Tag Construction You have to construct all tags within a non-primary submission document manually. Construct tags within your submission documents by typing key words inside of right and left angle brackets ("less than" and "greater than" symbols). You may type tags using either upper- or lower-case letters within the angle brackets (i.e., or ). Caution: You cannot use blank spaces within the left and right angle brackets in tags. Hyphens must separate multiple words within a tag. 6.6 How Tags are Used Some ASCII/SGML document tags are followed immediately by information (a value) typed outside of the left and right angle brackets (e.g., footnote text). Other tags stand alone (e.g., ). Some tags indicate start and stop conditions within a document (e.g., the beginning of a table , and the ending of a table ). When certain tags must appear together as a group, they are referred to as “nested” tags. The lists in Section B of this chapter show these nested tags, which are marked by their lead tag first. The lead tags are February 2005 6-7 EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) numbered with a single number (e.g., 1, 5, 10, 25, etc.) and their nested tags are numbered the same as their lead tag, plus a numerical designation (e.g., 5.1, 5.2, etc.). 6.6.1 Field Values are Filer-Supplied Information In this manual, the term "value" refers to the information that you need to supply. When EDGAR encounters a field, it determines if you have supplied the required information. In some cases, no value is required; however, in most cases, values are required. For EDGAR to process values, you must enter them in a specified format. For example, when the Submission Contact Phone Number field is used, the value should contain at least ten digits (e.g., 123-456-7890). EDGAR Release 8.10 OnlineForms Filer Manual (Volume III) 6-8 February 2005 SECTION B -- Tags Used Within Documents 6.7 Tags Used Within a Document We identify tags you should use within the body of documents in the following two lists. For your convenience, each tag is numbered consecutively. There are two types of tags included in this section:  Internal text tags (for other than wide tables), Table 6-4 Note: Most of these tags can be used within HTML documents; exceptions are noted.  Wide table tags (over 80 characters wide), Table 6-5 Note: These tags cannot be used within HTML documents. For information on formatting tables wider than 80 characters, see Section 6.10. Table 6-4: Internal Text Tags (For Other Than Wide Tables) Tag # 1 Tag Example Of Value To Be Inserted . . . . No value required. 2 No value required. 3 No value required. Definition (Limits of Field) Creates a searchable marker for notes about text. May be used in pairs (e.g., in the text and a corresponding at the applicable foot o [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Asec%3Acfd805d7b23c5763. Public record. Not legal advice.