Rulemaking for EDGAR System
Federal RegisterMar 16, 1999
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 230, 232, 239, 240, 270, and 274
[Release Nos. 33-7653; 34-41150; IC-23735 File No. S7-9-99]
RIN 3235-AH70
Rulemaking for EDGAR System
AGENCY: Securities and Exchange Commission.
ACTION: Proposed rule.
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SUMMARY: The Securities and Exchange Commission is modernizing the
Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'') system.
When the programming for the new system is accomplished, we will be
able to accept filings submitted to EDGAR in HyperText Markup Language
as well as documents submitted in the American Standard Code for
Information Interchange format. Filers will have the option of
accompanying their required filings with unofficial copies in Portable
Document Format. In this release, we are proposing amendments to our
rules to reflect initial changes to filing requirements resulting from
EDGAR modernization, as well as certain other changes to clarify or
update the rules. We also request comment on the impact that the new
approach to EDGAR may have upon filers, investors, and the public, as
well as on certain matters that will be the subject of later rulemaking
in connection with the completion of EDGAR modernization.
DATES: We must receive your comments on or before April 15, 1999.
ADDRESSES: Please submit three copies of your comments to Jonathan G.
Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549-0609. You also may submit your comments
electronically at the following e-mail address: [email protected].
Your comment letter should refer to File No. S7-9-99; include this file
number in the subject line if you use e-mail. We will make comment
letters available for your inspection and copying in our Public
Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549. We also
will post any electronically submitted comment letters on our Internet
Web Site (http://www.sec.gov).
FOR FURTHER INFORMATION CONTACT: If you have questions about the
proposed rules, please contact one of the following members of our
staff: in the Division of Investment Management, Ruth Armfield Sanders,
Senior Counsel, (202) 942-0633; and in the Division of Corporation
Finance, Margaret R. Black, (202) 942-2940. If you have questions about
the development of the modernized EDGAR system, please contact Richard
D. Heroux, (202) 942-8885, in the Office of Information Technology.
SUPPLEMENTARY INFORMATION: Today we propose amendments to the following
rules relating to electronic filing on the EDGAR system: Rules 485,
486, 487, 495, and 497,1 and Form S-6,2 under the
Securities Act of 1933 (``Securities Act''); 3 Rules 10, 11,
101, 102, 302, 303, 304, 305, 306, 307, and 310 of Regulation S-T;
4 Schedule 14A 5 under the Securities Exchange
Act of 1934 (``Exchange Act''); 6 Rules 8b-23 and 8b-
32,7 and Form N-SAR,8 under the Investment
Company Act of 1940 (``Investment Company Act''); 9 and
Forms N-1, N-1A, N-2, N-3, N-4, and N-5 10 under the
Securities Act and the Investment Company Act. Today we also propose to
add the following to Regulation S-T: Rules 104, 105, and 106.
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\1\ 17 CFR 230.485, 486, 487, 495, and 497.
\2\ 17 CFR 239.16.
\3\ 15 U.S.C. 77a et seq.
\4\ 17 CFR 232.10, 11, 101, 102, 302, 303, 304, 305, 306, 307,
and 310.
\5\ 17 CFR 240.101.
\6\ 15 U.S.C. 78a et seq.
\7\ 17 CFR 270.8b-23 and 8b-32.
\8\ 17 CFR 274.101.
\9\ 15 U.S.C. 80a-1 et seq.
\10\ 17 CFR 239.15 and 274.11, 17 CFR 15A and 274.11A, 17 CFR
239.14 and 274.11a-1, 17 CFR 239.17a and 274.11b, 17 CFR 239.17b and
274.11c, 17 CFR 239.24 and 274.5.
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I. Modernization of EDGAR
A. Background
In 1984, we initiated the EDGAR system to automate the receipt,
processing, and dissemination of documents required to be filed with us
under the Securities Act, the Exchange Act, the Public Utility Holding
Company Act of 1935 (``Public Utility Act''), 11 the Trust
Indenture Act of 1939, 12 and the Investment Company Act.
Since 1996, we have required all domestic public companies to file with
us electronically through the EDGAR system, absent an exemption. EDGAR
filings are disseminated electronically and displayed on our web site
at http://www.sec.gov, in the form in which we receive them. The EDGAR
system's broad and rapid dissemination benefits the public by allowing
investors and others to obtain information rapidly in electronic
format, a form easily searchable and lending itself to ready financial
analysis by using spreadsheets and other methods.
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\11\ 15 U.S.C. 79a et seq.
\12\ 15 U.S.C. 77sss et seq.
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Recent technological advances, most notably the rapidly expanding
use of the Internet, have led to unprecedented changes in the means
available to corporations, government agencies, and the investing
public to obtain and disseminate information. Today, many companies,
regardless of size, maintain web sites via the World Wide Web through
which companies can make information available to the public. Through
links from one web site to others, individuals may obtain a vast amount
of information in a matter of seconds. Advanced data presentation
methods using audio, video, and graphic and image material are now
available through even the most inexpensive personal computers or
laptops.
We have recognized the profound impact that these technological
advances have on the dissemination and collection of information
governed by the securities laws.
In October 1995, we issued an interpretive release on the
electronic delivery of information, providing guidance to market
participants on using electronic media to satisfy delivery obligations
of disclosure documents.13
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\13\ Use of Electronic Media for Delivery Purposes, Securities
Act Release No. 7233, Exchange Act Release No. 36345 (Oct. 6, 1995)
[60 FR 53458].
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In May 1996, we issued an interpretive release providing
similar guidance concerning use of electronic
[[Page 12909]]
media by broker-dealers and investment advisers.14
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\14\ Use of Electronic Media by Broker-Dealers, Transfer Agents,
and Investment Advisers for Delivery of Information, Securities Act
Release No. 7288, Exchange Act Release No. 37182 (May 9, 1996) [61
FR 24644].
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In October 1997, we issued a report to Congress, under
Section 510(a) of the National Securities Markets Improvement Act of
1996, on the impact of recent technological advances on the securities
markets.
In March 1998, we issued another interpretive release
providing guidance on when we would consider offers of securities or
investment services made on Internet web sites by foreign entities not
to be offerings in the United States.15
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\15\ Statement of the Commission Regarding the Use of Internet
Web Sites to Offer Securities, Solicit Securities Transactions or
Advertise Investment Services Offshore, Securities Act Release No.
7516 (Mar. 23, 1998) [63 FR 14806].
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These releases and reports discuss the increasing use of such
technologies as Internet web sites, CD-ROMs, and e-mail for delivery to
investors of documents such as prospectuses, tender offer materials,
and proxy statements. The releases and reports also discuss the impact
of such technologies on the reporting and disclosure requirements of
the securities laws. Also, we adopted technical amendments to our
filing and reporting rules that were premised on the filing and
distribution of paper documents to take into account these
technological changes.16 Our staff also has provided
interpretive guidance regarding the application of technology to market
practices and has addressed electronic issues on a case-by-case basis
as questions have been raised by market participants.
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\16\ Securities Act Release No. 7289 (May 9, 1996) [61 FR
24652].
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B. Implementation of HTML/PDF Environment
The purpose of our new EDGAR contract is to modernize EDGAR
completely, making the system easier for filers to use, and the
documents more attractive and readable for the users of public
information. Currently, filers must submit electronic filings to the
EDGAR system in a text-based American Standard Code for Information
Interchange (``ASCII'') format. With EDGAR modernization, filers will
be able to submit most filings to us in HyperText Markup Language
(``HTML''), as well as in ASCII. We expect that HTML will eventually
replace ASCII for most filings. Filers also may submit unofficial
copies of filings in Portable Document Format (``PDF''). Unlike ASCII
documents, HTML and PDF documents can include graphics, varied fonts,
and other visual displays that filers use when they create Internet
presentations or material for distribution to shareholders. In this
release, we refer to the required filings that filers must submit only
in either ASCII or HTML formats as ``official filings.'' We refer to
the PDF documents as ``unofficial PDF copies'' because filers may not
use them instead of HTML or ASCII documents to meet filing
requirements.
Our plan for the evolution of the EDGAR system is to include an
HTML/PDF environment. In May of 1999, we will provide limited support
for HTML by allowing only certain tags (commands and identifying
information) to be accepted by the EDGAR system. Later, we plan to
modernize the EDGAR system so that it will be able to accept and
display filings that use graphic and other visual presentations. Filers
will be able to submit documents to the EDGAR system that can appear in
substantially the same graphic format as those prepared by the filer
for delivery to investors and the marketplace. Although initially
graphics and hypertext links will be very limited, we anticipate
expanding both of these elements, as we discuss below.
These advances will greatly expand the amount and kinds of
information that we can make available to investors and other members
of the public through the EDGAR system. These advances also will ease
the burden upon filers, by enabling the submission of documents to the
EDGAR system in a format similar to that in which documents are
presented to the public and to investors. However, as discussed below,
these advances also pose significant issues concerning the rules
governing documents filed with us under the EDGAR system, which we must
address before these advances are implemented.
The modernization schedule provides that the EDGAR system will
accept HTML/PDF documents beginning on May 24, 1999. However, we
envision an initial implementation period for HTML filings, extending
until early 2000, during which we will impose certain limitations on
HTML filings (the ``HTML implementation period''). This period is
necessary due to technical issues that we must resolve before full
implementation of the new HTML component of the EDGAR system.
The modernized EDGAR system is designed to be Year 2000 compliant.
During the summer of 1999, we plan to turn the dates forward on the
EDGAR system at specified times to give filers an opportunity to submit
test filings so they can assure themselves that the Commission-owned
and operated EDGAR components will operate after January 1, 2000. We
advise filers to have their own operating environments certified to be
Year 2000 compliant. Other than testing to assure that documents are
received and disseminated by us, is there any other testing that filers
may want to see performed for Year 2000 compliance?
In this release, we describe how the EDGAR system will change at
the beginning of the initial HTML implementation period, and we propose
rule changes to govern EDGAR filing during this period.17 We
also describe further changes to the system that we plan to make after
the HTML implementation period. We will propose corresponding rule
changes closer to that time.
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\17\ We will revise the EDGAR Filer Manual at a later date. The
EDGAR Filer Manual sets forth the technical formatting requirements
governing the preparation and submission of electronic filings
through the EDGAR system. Filers must comply with the provisions of
the Filer Manual to assure timely acceptance and processing of
electronic filings. See Rule 301 of Regulation S-T [17 CFR 232.301].
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Currently, some filers use multi-media prospectuses, including
videos, CD-ROMs, and streamed video or audio files that can be played
over the Internet. The current EDGAR modernization contract will not
accommodate these media, but we are considering whether we should
include some of these media in the future. As noted in our release
proposing rules on the regulation of securities offerings, we must
consider factors such as security; development and maintenance costs;
costs of database storage; how these materials should be disseminated
to the public; whether investors would have as ready access to these
materials as to the current electronic filings; how to meet the
archival requirements for storage of these materials; wide divergence
in industry standards for most multi-media formats; and how to assure
that filed documents continue to be readable in the future, since
applications that present these media may change or even disappear over
time.18
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\18\ See Section VII.B of ``The Regulation of Securities
Offerings,'' Securities Act Release No. 7606A (Nov. 13, 19980) [63
FR 67174].
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C. Use of HTML
Although the EDGAR system will be able to accept HTML documents
beginning May 24, 1999, we are not now proposing to require the use of
HTML. However, we expect to require HTML for most filings as soon as
practicable, so we encourage filers to use it and gain
[[Page 12910]]
experience with this format if they do not have it
already.19 We intend to provide technical support for filers
to assist them in submitting and correcting HTML documents through our
filer technical support function.
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\19\ See footnote 39 and accompanying text for submissions that
we will keep in ASCII format.
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During the HTML implementation period, if HTML is used, each EDGAR
document may consist of no more than one HTML file. Filers may not
submit EDGAR documents composed of multiple linked HTML files, although
we may permit this after the conclusion of the HTML implementation
period.
We request comment on whether we should continue to accept all
EDGAR submissions in ASCII, or whether, in the future, we should
require submission of all or some documents in HTML. If you think we
should require some or all submissions in HTML, please state when HTML
should become mandatory and specify the submissions we should require
in HTML format. How soon will individuals, companies, filing agents and
training agents begin using HTML? We request comments and data on the
impact of converting to HTML from ASCII. Are there one-time or ongoing
extra costs? Will the conversion affect all filers equally, e.g., small
business issuers or frequent issuers of securities? We request comment
on the use of eXtensible Markup Language (``XML''), particularly for
EDGAR submission header tags.
D. Use of PDF
In addition to permitting the use of HTML for filings, we intend to
permit filers to submit a single unofficial PDF copy of each
document.20 These copies will be disseminated publicly.
Filers may wish to submit these copies, since PDF documents retain all
the fonts, formatting, colors, images, and graphics contained in an
original document. The unofficial PDF copy will be optional, but if an
unofficial PDF copy of a document is submitted, it must be
substantively equivalent 21 to the document contained in the
official filing of which it is a copy. Further, filers may not make a
submission consisting solely of PDF documents; filers must include
unofficial PDF copies only in submissions that contain official filings
in HTML or ASCII format.
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\20\ For example, if a filing consists of a registration
statement plus five exhibits, there are six documents for EDGAR
purposes. Generally, the filer could submit all of these as HTML
documents, all as ASCII documents, or some as HTML and some as ASCII
documents. The filer also would have the option to accompany any or
all of the six documents with an unofficial PDF copy. But the rules
would not permit a filer to submit a single unofficial PDF copy
including the registration statement and exhibits; each PDF document
should reflect only one ASCII or HTML document.
\21\ ''Substantively equivalent'' documents are the same in all
respects except for the formatting and inclusion of graphics
(instead of the narrative and/or tabular description of the
graphics). For documents to be substantively equivalent, the text of
the two documents must be identical.
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We request comment on our proposal to allow unofficial PDF copies
of official filings. Should the unofficial PDF copy contain a legend or
disclaimer that it is not the official filing? How else could we alert
viewers to the unofficial status of the PDF copy? We also request
comment on whether we should require the exhibit index to a filing to
note which exhibits, if any, are accompanied by an unofficial PDF copy.
Further, should we initially impose a size limitation for unofficial
PDF documents? How quickly will individuals, companies, filing agents,
and training agents start using PDF? Because PDF documents will be
delivered to dissemination subscribers, we also request comment on how
our dissemination subscribers and providers of information services
will use the PDF documents.
E. Graphic and Image Material
During the HTML implementation period, we will not accept graphic
or image material in HTML documents.22 The EDGAR system will
suspend submissions made during the HTML implementation period if they
contain tags for graphic or image files. However, the optional,
unofficial PDF copy of an EDGAR document may contain graphic and/or
image material.
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\22\ Filers should continue to provide a fair and accurate
description of the differences between a version including graphic
or image material and the filed version, as required by Rule 304 of
Regulations S-T [17 CFR 232.304].
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We also propose to prohibit, during the HTML implementation period,
any EDGAR submission containing animated graphics (e.g., files with
moving corporate logos or other animation), either in any official
submission or any unofficial PDF copy. We are proposing this
requirement during HTML implementation due to the issues concerning how
to capture and represent the animated graphics, which we cannot print
or search, in identifying the official filing. We request comment
concerning what would constitute the official filing in the event that
we later propose to allow animated graphics.
We intend to propose permitting graphic and image material in HTML
documents after the HTML implementation period. However, due to
concerns about data storage limitations and ease of viewing, we may
propose restrictions on the type and size of graphic and image material
included. Also, we may propose that information presented as tables,
charts, text, or otherwise in a graphic or image file be presented as
text in an ASCII file or as an HTML table in an HTML file.
We have some concerns about the potential size of data files that
filers may submit in connection with graphic and image material if we
allow it following the implementation period, not only because of our
own database storage needs, but also because some Internet users may
encounter difficulties in downloading or viewing documents that are
very large. We request comment on the circumstances and manner in which
we might limit file size and the type of graphic and image materials.
For example, should we propose a limitation on the allowed size of each
file or group of files, including graphic and image files, and provide
EDGAR Filer Manual instructions on ways to minimize file size? Should
we limit the total number of files that include graphic and/or image
material?
We are considering whether, once the HTML implementation period is
over, if we permit graphic and image material in HTML documents, we
should require graphic and image material to be included in HTML
documents under some circumstances. Should we propose that, when our
rules require information to be in graphic form, filers using HTML be
required to present the graphic, rather than merely giving the data, in
the HTML document? 23 Or, should the presentation of graphic
and image material continue to be optional to alleviate the burden on
filers who do not currently have the resources to prepare graphic and
image material?
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\23\ See, e.g., the performance line graph required by Item
402(l) of Regulation S-K [17 CFR 229.402(l)] and the bar chart and
performance graph required for investment companies by Items 2 and 5
of Form N-1A [17 CFR 239.15A and 274.11A].
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F. Limitation on Hypertext Links
During the HTML implementation period, we propose to prohibit
hypertext links from HTML documents to external web sites. Similarly,
we propose to prohibit hypertext links from HTML documents to external
documents (including exhibits), regardless of whether the document is
part of the same filing. Electronic filers may include hypertext links
to different sections within a single HTML document.24 A
document may include an inactive textual reference to external sites or
documents for informational
[[Page 12911]]
purposes, 25 but it may not include a link to such an
external site or document.
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\24\ For example, companies might wish to include a prospectus
table of contents containing links to the various sections of the
prospectus.
\25\ It is the staff's position that such a reference will not
be deemed to incorporate the material by reference into the filing.
See ITT Corp. (Dec. 6, 1996) and Baltimore Gas & Electric Co. (Jan.
6, 1997).
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We expect to propose allowing hypertext links to exhibits within
the same filing after the HTML implementation period. We also will
consider whether to propose permitting external hypertext links to
documents contained in other filings or to web sites. However, as
discussed below, we recognize that use of such external links poses
significant issues concerning the content of an ``official filing,''
which we must resolve before we would permit such links.26
We request comment on whether, following the HTML implementation
period, we should allow external hypertext links. For example, should
we allow links from within a filing to previously filed documents that
are incorporated by reference?
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\26\ See Section II.A of this release and our discussion of
proposed new Rule 105 below.
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G. Method of Electronic Transmission
Most filers currently make EDGAR submissions by using a dial-up
modem process, with or without the use of EDGARLink,27
directly to EDGAR or through CompuServe to EDGAR. The EDGAR system
requires three codes for a filer to access EDGAR: a Central Index Key
(``CIK''), a CIK Confirmation Code (``CCC'') for filer authentication,
and a Password Modification Authorization Code (``PMAC''). We
contemplate that, after the HTML implementation period, filers will be
able to make EDGAR filings through Internet-based technology via an
Internet Service Provider (``ISP'') of their choice. We plan to revise
EDGARLink to support Internet-based filing. We envision providing
security by Secure Socket Layer (``SSL,'' i.e., encrypted
transmissions) and server side certificates. We request comment on
whether we should propose to allow or to require filers to acquire and
present client side certificates from one for more vendors that we
designate. This would enhance the security of the transaction, provide
for non-repudiation, and allow for digital signing of the filings. We
request comment on our planned revision to the method of electronic
transmission, including our planned security precautions.
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\27\ EDGARLink is the filer assistance software we provide to
filers filing on the EDGAR system.
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H. Regulatory Impact of EDGAR Modernization Filing Requirements
Although these technical advances provide the potential for much
more effective use of the EDGAR system for compliance with filing
requirements and investor access to information, they also raise
significant issues concerning our current filing requirements that we
must address as these changes are implemented. In addition to the
specific rule changes which we discuss in Section II below, we request
comment on the following issues.
We recognize that different Internet browsers used by filers or the
public may display the information presented in an HTML document in a
different fashion. A document viewed through one browser may have a
different appearance and layout from the same filing viewed through a
different browser. This problem would be especially evident when a
filing printed in hard copy from one browser appears significantly
different from the same filing printed out from another browser. We
initially propose to maximize the likelihood of consistent document
appearance across different browsers by specifying HTML 3.2 as the
required standard for HTML documents. We request comment on our
selection of a standard. We also request comment on whether we should
specify a standard screen size (e.g., 800 by 600 pixels) for HTML
document preparers to use to assure that documents will fit most
viewers' browser screens and will be printable on most printers.
In addition to using HTML 3.2 as the standard, we also propose to
adopt a set of permissible HTML 3.2 tags for use in HTML documents
during the HTML implementation period. These permissible tags allow for
most HTML 3.2 formatting capability while eliminating active content
and certain classes of hypertext links.28 The tentative list
of these tags, which will be included in the EDGAR Filer Manual and
updated from time to time, appears in Appendix A to this
release.29 In general, the EDGAR system will suspend filings
if they contain tags that are not permitted. We request comment on the
proposed tag set, including whether we should permit, require, or
prohibit any particular tag. In particular, we call attention to the
fact that we do not plan to allow tables within tables (``nested
tables''). This is because users of EDGAR information may find it
difficult to locate and use information in documents with nested
tables.
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\28\ The 3.2 tag set will not include proprietary extensions
that are not supported by all browsers.
\29\ We anticipate that the permitted tag set will evolve over
time to accommodate the industry standard and needs of filers.
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We anticipate proposing that, following the HTML implementation
period, HTML documents may consist of more than one HTML file. However,
we envision proposing certain restrictions on the presentation and
grouping of HTML files within a single HTML document to promote
complete, readable, and accurate printing by our staff and web users.
We request comment on technical approaches to facilitate printing of
HTML documents, including file ordering and width restrictions.
We believe that these advances will ease the burden upon filers by
enabling them to submit documents to the EDGAR system in a format
similar to the documents they present to the public and to investors.
In addition, we believe that these advances will maintain the ability
for the public to view, process and analyze the content of filings. We
request comment on whether the changes we propose will achieve these
goals. We also request comment on what other steps we can take to ease
filer burden further while maintaining the usability of the filings. We
also seek comment on whether filers will handle the shift to HTML/PDF
themselves or by hiring outside filing agents, and whether the benefits
to electronic filers and the public of HTML will exceed any associated
burdens. We are particularly interested in receiving data on whether
the use of a limited set of HTML tags presents a burden to filers.
Currently, electronic filers may make electronic submissions either
as direct transmissions or on magnetic tape or diskette.30
Diskette filings often present formatting difficulties, and the
percentage of filers using diskettes is minimal, well under one
percent. As the EDGAR modernization effort continues, we anticipate
eventually discontinuing acceptance of electronic submissions on
diskettes. We request comment on whether diskettes remain useful for
certain types of filings and whether we should continue to permit them.
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\30\ See Rules 12(b) and 12(c) of Regulation S-T [17 CFR
232.12(b) and 12(c)].
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II. Rule Amendments to Accommodate EDGAR Modernization
We propose to amend certain rules and regulations, which we discuss
below, to accommodate the modernization of EDGAR. We request comment on
our proposed amendments and on whether we should amend any other rules
and regulations under the securities laws in connection with EDGAR
modernization.
[[Page 12912]]
A. Amendments to Regulation S-T
We propose to amend certain provisions of Regulation S-T, which
governs the preparation and submission of electronic filings to us, as
described below in connection with the addition to the EDGAR
environment of HTML documents and unofficial PDF copies.
Rule 11--Definition of Terms used in Part 232. Rule 11 contains
definitions used in Regulation S-T. We propose to add to the definition
section of Regulation S-T the following new terms in connection with
EDGAR modernization: animated graphics; ASCII document; disruptive
code; electronic document; executable code, HTML document; hypertext
links or hyperlinks; and unofficial PDF copy. We also propose to revise
the current definition of ``electronic filing'' to make it clear that
an electronic filing may include more than one document.
New Rule 104--Unofficial PDF Copies Included in an Electronic
Submission. Proposed Rule 104 would provide that an electronic
submission may include one unofficial PDF copy of each electronic
document contained within an electronic submission.31 As
proposed, each unofficial PDF copy would have to be substantively
equivalent to its associated ASCII or HTML document contained in the
submission.32 Filers wanting to submit an unofficial PDF
copy to replace a flawed one, or to include an omitted one, would have
to submit the unofficial PDF copy as part of another electronic
submission containing an amendment to the original submission. The
amendment would have to include an explanatory note that the purpose of
the amendment was to add or replace an unofficial PDF
copy.33 If the amendment was being filed to add or resubmit
an unofficial PDF copy of one or more exhibits, the submission would
need to include an exhibit document for each exhibit for which an
unofficial PDF copy was being submitted.34
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\31\ Proposed Rule 104(a). We also would permit the filer to
submit an unofficial PDF copy of correspondence or a cover letter
document.
\32\ See note 21 and accompanying text.
\33\ The amendment could consist solely of the cover page (or
the first page of the document), the explanatory note, and the
signature page and exhibit index (where appropriate), and the
corresponding unofficial PDF copy would include the complete text of
the official filing for which the amendment was being submitted.
\34\ The amendment could consist of the cover page (or first
page of the document), the explanatory note, the signature page
(where appropriate), the exhibit index, a separate electronic
document for each exhibit for which an unofficial PDF copy was being
submitted, and the corresponding unofficial PDF copy of each exhibit
document. However, the text of the official exhibit document(s)
could contain only the following legend: ``RESUBMITTED TO ADD/
REPLACE UNOFFICIAL PDF COPY OF EXHIBIT.''
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Rule 104 would provide that unofficial PDF copies are not official
filings.35 The rule would make it clear that unofficial PDF
copies that are prospectuses retain prospectus liability under Section
12 of the Securities Act.36 The rule also would make it
clear that an unofficial PDF copy could contain graphic and image
material even though its ASCII (and, during the implementation period,
HTML) counterpart might not contain such material.37
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\35\ Proposed Rule 104(d).
\36\ Proposed Rule 104(e).
\37\ Proposed Rule 104(b).
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We propose to accept electronic submissions even if an unofficial
PDF copy is flawed and not accepted. In such a case, we propose to
accept the submission but not the PDF document.38 Otherwise,
filers would risk having a time-sensitive filing being made late
because of a problem with the unofficial PDF copy.
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\38\ See the discussion of proposed Rule 106 below.
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New Rule 105--Limitation on Use of HTML Documents and Unofficial
PDF Copies; Use of Hypertext Links. We propose to exclude Form N-SAR,
Form 13F, and Financial Data Schedules from being submitted as HTML
documents.39 These documents have standard formats and
tagging designed for presentation in ASCII, and their current format
facilitates their downloading and use in other computer applications.
We request comment on whether we should allow unit investment trust and
small business investment company filers, who currently submit Forms N-
SAR as text rather than in standard format, to submit their Forms N-SAR
in HTML.
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\39\ Proposed Rule 105(a). We propose to allow filers the option
of submitting all exhibits to Form N-SAR except Financial Data
Schedules as HTML documents.
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Rule 105 as proposed would prohibit electronic filers from
including in HTML documents hypertext links to sites or documents
outside the HTML document.40 However, the rule would allow
electronic filers to include hypertext links to different sections
within a single HTML document.
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\40\ Proposed Rule 105(b).
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We recognize that use of hypertext links to external web sites and
documents in a filing may enhance filers' ability to present
information as well as the public's ability to access information. As
noted above in Section I.F, initially we will not permit such hypertext
links. Links or references in an EDGAR filing to such external sites
present significant issues concerning what constitutes an ``official
filing'' submitted to and accepted by us. With paper filings, or even
text-based ASCII filings, an ``official filing'' is encompassed
entirely within the four corners of the text documents submitted to us
by the filer, as well as specific documents incorporated by reference,
and is thus easily identifiable. A document submitted to us in HTML
format, however, could include links to web sites or other documents
that reside outside the EDGAR database. The content of these web sites
or documents could change on a regular basis, even after the ``official
filing'' was received by us. As a result, someone trying to determine
the content of the ``official filing'' at a later date would not
necessarily be able to re-create the document as it was originally
filed.
This also raises issues concerning the extent to which filers' use
of such external links could lead to liability under the securities
laws. We request comment on whether allowing hypertext links to other
documents or web sites in the future is advisable. We request comment
on the impact of such links on the definition of an official filing for
regulatory and liability purposes, as well as the impact on automated
analysis systems used by the processors and disseminators of EDGAR
data. We also request comment on what we should accept as an official
filing and on possible methods of archiving the official filing.
Proposed Rule 105 provides that, if an accepted filing includes
external links in contravention of this rule, we will not consider
information contained in the linked material to be part of the official
filing for determining compliance with reporting obligations, but such
information will be subject to the civil liability and anti-fraud
provisions of the federal securities laws.41 We request
comment on the need for this proposed provision, the impact of
including hypertext links within an official filing, and the effect of
different liability provisions.
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\41\ The proposed rule provides that information contained in
the linked material is not part of the official filing for reporting
purposes in order to prevent a filing from being considered complete
when the entire content of the filing is not available without
reference to another document. This provision should not, however,
be viewed as a statement that linked material is not considered to
be part of the filed document for other purposes.
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New Rule 106--Prohibition Against Electronic Submissions Containing
Executable Code. Our planning for the modernized EDGAR system is
designed to minimize security risks. Accordingly, new Rule 106 would
prohibit any EDGAR submission containing
[[Page 12913]]
executable code,42 either in any official submission or any
unofficial PDF copy, at any time, either during the HTML implementation
period or subsequently. ``Executable code'' includes, but is not
limited to, disruptive code.43 This requirement is necessary
to protect the integrity of the EDGAR system and database, by reducing
the possibility of unauthorized access to sensitive information, and to
reduce the possibility of introducing viruses or other destructive
applications into the EDGAR system (and to any disseminator receiving
data from the EDGAR system). We request comment on this proposal and on
the sanctions that we should impose if a filer or filing agent submits
a document containing executable code. We also request comment on
whether, following HTML implementation, we should continue to prohibit
the submission of all executable code.
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\42\ Executable code is defined as instructions to a computer to
carry out operations that use features beyond the viewer's,
reader's, or Internet browser's native ability to interpret and
display HTML, PDF, and static graphic files. Such code may be in
binary (machine language) or in script form. See proposed Rule
11(n). Thus, scripting languages, such as JavaScript and similar
scripting languages, fall into this class of executable code, as
does Java, ActiveX, Postscript, and any other programming language.
\43\ The term ``disruptive code'' means any active content or
other executable code, or any program or set of electronic computer
instructions inserted into a computer, operating system, or program
that replicates itself or that actually or potentially modifies or
in any way alters, damages, destroys or disrupts the file content or
the operation of any computer, computer file, computer database,
computer system, computer network or software, or as otherwise set
forth in the EDGAR Filer Manual. A violation of this provision or
the relevant provision of the EDGAR Filer Manual also may be a
violation of the Computer Fraud and Abuse Act of 1986, as amended,
and other statutes and laws.
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We propose, in general, to suspend any attempted submission that
our staff determines contains executable code.44 We will
program the EDGAR system to detect and prohibit acceptance of such code
during acceptance processing. If a submission is accepted, and our
staff later determines that the accepted submission contains executable
code, our staff may delete any document contained in the electronic
submission from the EDGAR system and direct the electronic filer to
resubmit electronically replacement documents for all or selected
documents deleted from the submission. We request comment on this
proposal and on other possible alternative treatment of attempted and
accepted submissions containing executable code. We are aware that
suspending acceptance of a filing, or deleting it from the EDGAR
database, could have significant consequences to the filer, such as
causing a filing to miss its due date or preventing a time-sensitive
filing from moving forward. Nevertheless, we need to take whatever
steps are necessary to address potential security problems.
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\44\ If the executable code is contained only in one or more PDF
documents, we propose to accept the submission but not the PDF
document(s).
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Rule 302--Signatures. Rule 302 currently provides that signatures
to or within electronic documents must be in typed form. We propose to
revise Rule 302 to make it clear that this provision relates only to
required signatures to or within electronic submissions.45
We recognize that signatures that are not required may appear as script
in HTML documents once we permit graphic and image
material.46 We solicit comment, however, on whether we also
should accept required signatures as script in HTML documents.
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\45\ We propose to keep the rule that required signatures be
typed to ensure legibility of these signatures.
\46\ Proposed Rule 302. We will not require signatures in
unofficial PDF copies.
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Rule 304--Graphic, Image, Audio and Video Material. Currently, Rule
304 prohibits the inclusion of graphic, image, or audio material in an
EDGAR document. We propose to add the word ``video'' to the rule to
clarify that that information also is prohibited. As discussed above in
Section I.E, as part of a later rulemaking proposal, we anticipate
lifting the prohibition on graphic and image material (but not on audio
or video material) after the HTML implementation period. Rule 304
applies only to official filings, not to unofficial PDF copies, which
may contain graphic and image material (but not animated graphics,
audio or video material).47
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\47\ See proposed Rule 104.
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Rule 305--Number of Characters per Line; Tabular and Columnar
Information. Currently, Rule 305 limits the number of characters per
line. We propose to add paragraph (b) to Rule 305 to provide that the
limitations of paragraph (a) 48 do not apply to HTML
documents.49
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\48\ I.e., the narrative portion of an electronic document may
not exceed certain character limitations per line and other
formatting restrictions.
\49\ Proposed Rule 305(b).
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Rule 306--Foreign Language Documents and Symbols. Rule 306
currently provides that foreign currency denominations be expressed in
words or letters in the English language rather than representative
symbols. We propose to amend Rule 306 to allow HTML documents to
include the representative foreign currency symbols specified in the
EDGAR Filer Manual and to provide that the limitations would not apply
to documents which are unofficial PDF copies.
Rules 307--Bold-Face Type. Rule 307 currently states that filers
should present required bold-face type as capital letters in ASCII
documents. We propose to amend this rule to make it clear that the
current provision does not apply to HTML documents, since filers are
able to include bold-face type in HTML documents.
Rule 310--Marking Changed Material. Currently, Rule 310 provides
that the marking of changed materials is satisfied by inserting the tag
before and the tag following a paragraph containing changed
material. We propose to retain this redlining convention and extend it
to HTML documents. Further, we propose to allow filers to mark changed
material in HTML documents within paragraphs, as well.50
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\50\ Filers should not redline PDF documents. While the EDGAR
system will remove the redlining tags from HTML documents before
they are publicly disseminated (just as is currently the case with
ASCII documents), the EDGAR system will not remove the redlining
tags from PDF documents. Therefore, if a filer includes redlining
tags in a PDF document, the disseminated PDF document will contain
redlining tags.
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B. Other Rule Amendment in Connection With EDGAR Modernization
Currently, paragraph (k)(2)(ii) of Rule 497 51 requires
filers to submit additional copies of certain forms of profiles in the
primary form intended for distribution to investors (e.g., paper or
electronic media) or, if the profile is distributed primarily on the
Internet, to provide the URL of the profile pages(s) in an exhibit to
the electronic filing. We propose to amend paragraph (k)(2)(ii) of Rule
497 to allow the electronic filer to submit with its electronically
filed definitive form of profile an unofficial PDF copy of the profile
instead.
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\51\ 17 CFR 230.497(k)(2)(ii).
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C. Miscellaneous Amendments
We also propose several electronic filing rule amendments not
directly associated with EDGAR modernization.
1. Amendments to Regulation S-T
Rule 10--Form ID. Rule 10 provides that filers must file Form ID,
the uniform application for access codes to file on the EDGAR system,
before they begin electronic filing. We propose to amend Rule 10 to
make it clear that filers must submit Form ID in paper format. We are
investigating other methods of beginning electronic filing, but these
would not become available until after the HTML implementation period.
We request comment on more convenient methods of submitting Form ID and
initiating electronic filing.
[[Page 12914]]
Rule 101(a)--Mandated Electronic Submissions and Exceptions.
Currently, the note to paragraph (a)(1)(iii) of Rule 101 instructs
filers filing Schedules 13D and 13G with respect to foreign private
issuers to file in paper because one of the required data elements--the
IRS tax identification number--is not available for foreign issuers.
However, a paper filing is no longer necessary. The staff currently
advises these filers to include in the EDGAR submission header all
zeroes (i.e., 00-0000000) for the IRS tax identification number, so
that they may file electronically. We propose to amend the note to this
rule to formalize the existing practice and permit electronic filing.
Rules 101(b), 102(e), and 303--Permitted Electronic Submissions;
Exhibits; and Incorporation by Reference. Currently, electronic filers
may still submit exhibits to Forms N-SAR, other than the Financial Data
Schedule, either electronically or in paper.52 We have
allowed filers to submit these exhibits in paper because, during phase-
in to electronic filing, registrants could file their Forms N-SAR
electronically on a voluntary basis in advance of their phase-in date,
at a time when they were not able to make any other electronic filings.
Since phase-in is complete, we propose to require that filers submit
all Form N-SAR exhibits electronically.53
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\52\ See Rules 101(b)(8), 102(e)(2), and 303(a)(3)(ii) [17 CFR
101(b)(8), 102(e)(2), and 202(a)(3)(ii)].
\53\ We also propose to remove the last sentence of Instruction
F(2) of Form N-SAR [17 CFR 274.101], which currently allows filers
to submit exhibits to the form in paper, and to remove the exemption
for small business investment companies, which are now phased-in to
electronic filing. Finally, we are proposing to revise Instruction
F(1) to correctly reference ``Sub-Item 77Q1: Exhibits.''
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We also propose to remove the references to phase-in for registered
investment companies and business development companies, since phase-in
has been completed.
2. Other Rule Amendments
Item 22(a)(4) of Schedule 14A and Forms N-1, N-1A, N-2, N-3, N-4,
N-5, and S-6--Financial Data Schedules. We propose to revise provisions
concerning Financial Data Schedules (``Schedules'') submitted by
registered investment companies and business development companies. We
believe that electronic filers that are registered investment companies
will provide us with sufficient financial information in Schedule form
by filing their Schedules with their Forms N-SAR.54
Therefore, we propose to remove the requirement for registered
investment companies to submit Schedules with other forms and
submissions.55 Business development companies will continue
to submit Schedules with their Form 10-K filings; face amount
certificate companies and other investment companies filing on forms
not unique to investment companies will continue to submit Schedules
with the relevant forms. 56
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\54\ Unit investment trusts are not required to submit the
Schedule with their N-SARs.
\55\ See proposed revisions to Item 22(a)(4) of Schedule 14A [17
CFR 240.101]; and Forms N-1 [Secs. 239.15 and 274.11], N-1A
[Secs. 239.15A and 274.11A], N-2 [Secs. 239.14 and 274.11a-1], N-3
[Secs. 239.17a and 274.11b], N-4 [Secs. 239.17b and 274.11c], N-5
[Secs. 239.24 and 274.5], and S-6 [Sec. 239.16]. We also propose to
revise Rules 485, 486, 487, and 495 [17 CFR 230.485, 486, 487, and
495], which refer to Financial Data Schedule requirements within
registration statement forms.
\56\ See Rule 483(e)(2)(ii) [17 CFR 483(e)(2)(ii)].
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Investment Company Act Rules 8b-23 and 8b-32--Incorporation by
Reference; Incorporation of Exhibits by Reference. We propose to make
minor revisions to Rules 8b-23 and 8b-32 57 to remove the
reference to Regulation S-T Rule 102, since this reference is no longer
relevant following completion of phase-in by investment company
registrants.
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\57\ 17 CFR 270.8b-23 and 8b-32.
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III. General Request for Comment
You are invited to submit written comments relating to the rule
proposals set forth in this release by submitting three copies to
Jonathan G. Katz, Secretary, U.S. Securities and Exchange Commission,
450 Fifth Street, N.W., Washington, D.C. 20549-0609. You also may
submit your comments electronically at the following e-mail address:
[email protected]. Your comment letter should refer to File No. S7-
9-99; include this file number in the subject line if you use e-mail.
We will make comment letters available for your inspection and copying
in our Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.
20549. We also will post any electronically submitted comment letters
on our Internet Web Site (http://www.sec.gov).
We request comment not only on the specific issues we discuss in
this release, but on any other approaches or issues that we should
consider in connection with the EDGAR modernization that we envision.
We seek comment from the point of view of parties required to file
information with us via the EDGAR system, as well as that of investors,
disseminators of EDGAR data, and other members of the public who have
access to and use information from the EDGAR system.
IV. Cost-Benefit Analysis
We expect that the envisioned EDGAR modernization will eventually
result in considerable benefit to the securities markets, investors,
and other members of the public, by expanding the types of information
and available media that can be filed and made available for public
review through the EDGAR system. We also envision that the changes will
eventually result in economic benefits to filers by easing their burden
in filing required materials through the EDGAR system. The vastly
expanding quantities of information that are made available to the
public through the Internet are predominantly presented in HTML format.
The EDGAR system's ability to accept filings submitted in this format
means that filers will eventually be able to file required documents
with us in a format similar to that they already use in making
documents available to the public, thus easing the burden that filing
requirements place upon filers.
The rule proposals are not intended to substantively change the
information and disclosures that are required to be submitted to us
under the current filing requirements. Rather, they are intended to
modify current rules to reflect the expanded types of media and modes
of presentation through which information can be submitted to us
electronically once the EDGAR system is modernized.
We encourage commenters to identify any other costs or benefits
associated with the rule proposals that have not been addressed. In
particular, please identify any costs or benefits associated with the
rule proposals relating to the contents of an ``official filing,''
impermissible types of code and content, hypertext links to external
documents or web sites, variations in the appearance of an ``official
filing'' that is accessed through different browsers, and any impact
that the rule proposals may have on the ease of locating and using
EDGAR data.
For purposes of the Small Business Regulatory Enforcement Fairness
Act of 1996, we request information regarding the potential impact of
the proposed amendments on the economy on an annual basis. In
particular, comments should address whether the proposed changes, if
adopted, would have a $100,000,000 annual effect on the economy, cause
a major increase in costs or prices, or have a significant adverse
effect on competition, investment, or innovations. Commenters should
provide empirical data to support their views.
Section 23(a)(2) of the Exchange Act requires us, in adopting rules
under the Exchange Act, to consider the anti-competitive effects of any
rules we adopt thereunder. Furthermore, Section 2(b) of the Securities
Act, Section 3(f) of the Exchange Act, and Section 2(c) of
[[Page 12915]]
the Investment Company Act require us, when engaging in rulemaking, and
considering or determining whether an action is necessary or
appropriate in the public interest, to consider whether the action will
promote efficiency, competition, and capital formation.
We preliminarily believe that the proposed rule and amendments
would not have an effect on competition. The proposed rules and
amendments apply equally to all entities currently required to file on
EDGAR. Moreover, the proposed rules and amendments are designed in part
to permit filers to provide information in a format that will be more
useful to investors. We request comment on any burden on efficiency,
competition, or capital formation that might result from the adoption
of these proposals.
V. Summary of Regulatory Flexibility Act Certification
Our Chairman has certified, under Section 605(b) of the Regulatory
Flexibility Act, 5 U.S.C. 605(b), that the new rules and rule
amendments we propose in this release (the ``Proposals'') would not, if
adopted, have a significant economic impact on a substantial number of
small entities. The certification, documenting the factual basis
therefor, is attached to this Release as Appendix B. We encourage
written comments on the Certification. We ask commenters to describe
the nature of any impact on small entities and provide empirical data
to support the extent of the impact.
VI. Paperwork Reduction Act
The new rules and amendments do not come within the scope of the
Paperwork Reduction Act of 1995 58 because the new rules and
amendments do not create a new collection of information.59
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\58\ 44 U.S.C. 3501 et seq.
\59\ 5 CFR 1320.5(g).
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VII. Statutory Basis
We propose the rule amendments outlined above under Sections 6, 7,
8, 10 and 19(a) of the Securities Act, Sections 3, 12, 13, 14, 15(d),
23(a) and 35A of the Exchange Act, Sections 3, 5, 6, 7, 10, 12, 13, 14,
17 and 20 of the Public Utility Holding Company Act of 1935,
60 Section 319 of the Trust Indenture Act of 1939,
61 and Sections 8, 30, 31 and 38 of the Investment Company
Act of 1940. 62
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\60\ 15 U.S.C. 79a et seq.
\61\ 15 U.S.C. 77aaa et seq.
\62\ 15 U.S.C. 80a-1 et seq.
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List of Subjects
17 CFR Parts 230 and 270
Confidential business information, Investment companies, Reporting
and recordkeeping requirements, Securities.
17 CFR Part 232
Administrative practice and procedure, Confidential business
information, Reporting and recordkeeping requirements, Securities.
17 CFR Part 239
Reporting and recordkeeping requirements, Securities.
17 CFR Part 240
Confidential business information, Reporting and recordkeeping
requirements, Securities.
17 CFR Part 274
Investment companies, Reporting and recordkeeping requirements,
Securities.
Text of the Proposed Amendments
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is proposed to be amended as follows:
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
1. The authority citation for part 230 continues to read in part as
follows:
Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77r, 77s, 77sss,
78c, 78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-24, 80a-
28, 80a-29, 80a-30, and 80a-37, unless otherwise noted.
Sec. 230.485 [Amended]
* * * * *
2. By amending Sec. 230.485 by removing paragraph (f)(2) before the
Note and redesignating paragraph (f)(1) as paragraph (f).
Sec. 230.486 [Amended]
3. By amending Sec. 230.486 by removing paragraph (f)(2) before the
Note and redesignating paragraph (f)(1) as paragraph (f).
Sec. 230.487 [Amended]
4. By amending Sec. 230.487 by removing paragraph (d)(2) and
redesignating paragraph (d)(1) as paragraph (d).
Sec. 230.495 [Amended]
5. By amending Sec. 230.495 by removing paragraph (e)(2) and
redesignating paragraph (e)(1) as paragraph (e).
6. By amending Sec. 230.497 by adding a sentence before the last
sentence in paragraph (k)(2)(ii) to read as follows:
Sec. 230.497 Filing of investment company prospectuses--number of
copies.
* * * * *
(k)* * *
(2) Filing procedures. * * *
(ii) * * * Filers may fulfill the requirements of this paragraph by
submitting with their definitive form of profile filed electronically
under paragraph (k)(1)(ii) of this section an unofficial PDF copy of
the profile in accordance with Sec. 232.104 of this chapter. * * *
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
7. The authority citation for part 232 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a),
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 79t(a), 80a-8, 80a-
29, 80a-30 and 80a-37.
8. By amending Sec. 232.10 by revising paragraph (b) before the
Note to read as follows:
Sec. 232.10 Application of part 232.
* * * * *
(b) Each registrant, third party, or agent must file in paper
format a Form ID (Secs. 239.63, 249.446, 259.602, 269.7 and 274.402 of
this chapter), the uniform application for access codes to file on
EDGAR, before beginning to file electronically.
* * * * *
9. By amending Sec. 232.11 by redesignating paragraphs (a) as (c),
(b) as (d), (c) as (f), (d) as (g), (e) as (i), (f) as (j), (g) as (k),
(h) as (l), (i) as (m), (j) as (p), (k) as (r), (l) as (s), (m) as (t),
(n) as (u), (o) as (v), (p) as (w), (q) as (x), (r) as (y), (s) as (z),
(t) as (aa), (u) as (bb), (v) as (cc) and (w) as (dd); by revising
newly redesignated paragraph (j); and by adding paragraphs (a), (b),
(e), (h), (n), (o), (q) and (ee) to read as follows:
Sec. 232.11 Definition of terms used in part 232.
* * * * *
(a) Animated graphics. The term animated graphics means text or
images that do not remain static but that move when viewed in a
browser.
(b) ASCII document. The term ASCII document means an electronic
text document with contents limited to American Standard Code for
Information Interchange (``ASCII'') characters and that is tagged with
Standard Generalized Mark Up Language (``SGML'') tags in the format
required for ASCII/SGML documents by the EDGAR Filer Manual.
* * * * *
[[Page 12916]]
(e) Disruptive code. The term disruptive code means any active
content or other executable code, or any program or set of electronic
computer instructions inserted into a computer, operating system, or
program that replicates itself or that actually or potentially modifies
or in any way alters, damages, destroys or disrupts the file content or
the operation of any computer, computer file, computer database,
computer system, computer network or software, and as otherwise set
forth in the EDGAR Filer Manual.
* * * * *
(h) Electronic document. The term electronic document means the
portion of an electronic submission separately tagged as an individual
document in the format required by the EDGAR Filer Manual.
* * * * *
(j) Electronic filing. The term electronic filing means one or more
electronic documents filed under the federal securities laws that are
transmitted or delivered to the Commission in electronic format.
* * * * *
(n) Executable code. The term executable code means instructions to
a computer to carry out operations that use features beyond the
viewer's, reader's, or Internet browser's native ability to interpret
and display HTML, PDF, and static graphic files. Such code may be in
binary (machine language) or in script form. Executable code includes
disruptive code.
(o) HTML document. The term HTML document means an electronic text
document tagged with HyperText Markup Language tags in the format
required by the EDGAR Filer Manual.
* * * * *
(q) Hypertext links or hyperlinks. The term hypertext links or
hyperlinks means the representation of an Internet address in a form
that an Internet browser application can recognize as an Internet
address.
* * * * *
(ee) Unofficial PDF copy. The term unofficial PDF copy means an
optional copy of an electronic document that may be included in an
EDGAR submission tagged as a Portable Document Format document in the
format required by the EDGAR Filer Manual and submitted in accordance
with Rule 104 of Regulation S-T (Sec. 232.104).
10. By amending Sec. 232.101 by revising the note to paragraph
(a)(1)(iii) and by removing paragraph (b)(7) to read as follows:
Sec. 232.101 Mandated electronic submissions and exceptions.
(a) Mandated electronic submissions. (1) * * *
(iii) * * *
Note to paragraph (a)(1)(iii). Electronic filers filing
Schedules 13D and 13G with respect to foreign private issuers should
include in the submission header all zeroes (i.e., 00-0000000) for
the IRS tax identification number, since the EDGAR system requires
an IRS number to be inserted for the subject company as a
prerequisite to acceptance of the filing.
* * * * *
11. By amending Sec. 232.102 by revising paragraph (e) to read as
follows:
Sec. 232.102 Exhibits.
* * * * *
(e) Notwithstanding the provisions of paragraphs (a) through (d) of
this section, any incorporation by reference by a registered investment
company or a business development company must relate only to documents
that have been filed in electronic format, unless the document has been
filed in paper under a hardship exemption (Sec. 232.201 or 232.202) and
any required confirming copy has been submitted.
* * * * *
By adding Secs. 232.104, 232.105 and 232.106 to read as follows:
Sec. 232.104 Unofficial PDF copies included in an electronic
submission.
(a) An electronic submission may include one unofficial PDF copy of
each electronic document contained within that submission, tagged in
the format required by the EDGAR Filer Manual.
(b) Except as provided in paragraph (c) of this section, each
unofficial PDF copy must be substantively equivalent to its associated
electronic document contained in the electronic submission. An
unofficial PDF copy may contain graphic and image material (but not
animated graphics, or audio or video material), notwithstanding the
fact that its HTML or ASCII document counterpart may not contain such
material but must contain a fair and accurate narrative description or
tabular representation of any omitted graphic or image material.
(c) If a filer omits an unofficial PDF copy from, or submits one or
more flawed unofficial PDF copies in, the electronic submission of an
official filing, the filer may add or resubmit an unofficial PDF copy
by electronically submitting an amendment to the filing to which it
relates. The amendment should include an explanatory note that the
purpose of the amendment is to add or to correct an unofficial PDF
copy.
(1) If such an amendment is filed, the official amendment may
consist solely of the cover page (or first page of the document), the
explanatory note, and the signature page and exhibit index (where
appropriate). The corresponding unofficial copy must include the
complete text of the official filing document for which the amendment
is being submitted.
(2) If the amendment is being filed to add or resubmit an
unofficial PDF copy of one or more exhibits, the submission may consist
of the following: the official filing--consisting of the cover page (or
first page of the document), the explanatory note, the signature page
(where appropriate), the exhibit index, and a separate electronic
exhibit document for each exhibit for which an unofficial PDF copy is
being submitted--and the corresponding unofficial PDF copy of each
exhibit document. However, the text of the official exhibit document
need not repeat the text of the exhibit; that document may contain only
the following legend: ``RESUBMITTED TO ADD/REPLACE UNOFFICIAL PDF COPY
OF EXHIBIT.''
(d) An unofficial PDF copy is not filed for purposes of section 11
of the Securities Act (15 U.S.C. 77k), section 18 of the Exchange Act
(15 U.S.C. 78r), section 16 of the Public Utility Act (15 U.S.C. 79p),
section 323 of the Trust Indenture Act (15 U.S.C. 77www), or section
34(b) of the Investment Company Act (15 U.S.C. 80a-33(b)), or otherwise
subject to the liabilities of such sections, and is not part of any
registration statement to which it relates. An unofficial PDF copy is,
however, subject to all other civil liability and anti-fraud provisions
of the above Acts or other laws.
(e) Unofficial PDF copies that are prospectuses are subject to
liability under Section 12 of the Securities Act (15 U.S.C. 77l).
Sec. 232.105 Limitation on use of HTML documents and hypertext links.
(a) Electronic filers must submit the following documents in ASCII:
Form N-SAR (Sec. 274.101 of this chapter), Form 13F (Sec. 249.325 of
this chapter), and Financial Data Schedules submitted in accordance
with Item 601(c) of Regulation S-K (Sec. 229.601(c) of this chapter),
Item 601(c) of Regulation S-B (Sec. 228.601(c) of this chapter), or
Rule 483(e) (Sec. 230.483(e) of this chapter). Notwithstanding the
foregoing provision, electronic filers may submit exhibits to Form N-
SAR in HTML, except for Financial Data Schedules, which filers must
submit in ASCII.
(b) Electronic filers may not include in any HTML document
hypertext links to sites, locations, or documents outside
[[Page 12917]]
the HTML document, including links to exhibit documents. Electronic
filers may include within an HTML document hypertext links to different
sections within that single HTML document.
(c) If, notwithstanding paragraph (b) of this section, electronic
filers include hypertext links to external sites within a submission,
information contained in such links will not be considered part of the
official filing for determining compliance with reporting obligations;
however, this information is subject to the civil liability and anti-
fraud provisions of the federal securities laws.
Sec. 232.106 Prohibition against electronic submissions containing
executable code.
(a) Electronic submissions must not contain executable code.
Attempted submissions identified as containing executable code will be
suspended, unless the executable code is contained only in one or more
PDF documents, in which case the submission will be accepted but the
PDF document(s) containing executable code will be deleted and not
disseminated.
(b) If an electronic submission has been accepted, and the
Commission staff later determines that the accepted submission contains
executable code, the staff may delete from the EDGAR system the entire
accepted electronic submission or any document contained in the
accepted electronic submission. The Commission staff may direct the
electronic filer to resubmit electronically replacement document(s) or
a replacement submission in its entirety, in compliance with this
provision and the EDGAR Filer Manual.
Note to Sec. 232.106: A violation of this section or the
relevant EDGAR Filer Manual section also may be a violation of the
Computer Fraud and Abuse Act of 1986, as amended, and other statutes
and laws.
13. By amending Sec. 232.302 by revising paragraph (a) to read as
follows:
Sec. 232.302 Signatures.
(a) Required signatures to or within any electronic submission must
be in typed form rather than manual format. When used in connection
with an electronic filing, the term ``signature'' means an electronic
entry in the form of a magnetic impulse or other form of computer data
compilation of any letter or series of letters or characters comprising
a name, executed, adopted or authorized as a signature. Signatures are
not required in unofficial PDF copies submitted in accordance with Rule
104 of Regulation S-T (Sec. 232.104).
* * * * *
14. By amending Sec. 232.303 by revising paragraph (a)(3) to read
as follows:
Sec. 232.303 Incorporation by reference.
(a) * * *
(3) For a registered investment company or a business development
company, documents that have not been filed in electronic format,
unless the document has been filed in paper under a hardship exemption
(Sec. 232.201 or 232.202 of this chapter) and any required confirming
copy has been submitted.
* * * * *
15. By amending Sec. 232.304 by revising the section heading,
paragraphs (a) and (b) and the first sentence of paragraph (c) to read
as follows:
Sec. 232.304 Graphic, image, audio and video material.
(a) If a filer includes graphic, image, audio or video material in
a document delivered to investors and others that may not, in
accordance with the requirements of the EDGAR Filer Manual, be
reproduced in an electronic filing, the electronically filed version of
that document must include a fair and accurate narrative description,
tabular representation or transcript of the omitted material. Such
descriptions, representations or transcripts may be included in the
text of the electronic filing at the point where the graphic, image,
audio or video material is presented in the delivered version, or they
may be listed in an appendix to the electronic filing. Immaterial
differences between the delivered and electronically filed versions,
such as pagination, color, type size or style, or corporate logo need
not be described.
(b)(1) The graphic, image, audio and video material in the version
of a document delivered to investors and others shall be deemed part of
the electronic filing and subject to the civil liability and anti-fraud
provisions of the federal securities laws.
(2) Narrative descriptions, tabular representations or transcripts
of graphic, image, audio and video material included in an electronic
filing or appendix thereto also shall be deemed part of the filing.
However, to the extent such descriptions, representations or
transcripts represent a good faith effort to fairly and accurately
describe omitted graphic, image, audio or video material, they shall
not be subject to the civil liability and anti-fraud provisions of the
federal securities laws.
(c) An electronic filer shall retain for a period of five years a
copy of each publicly distributed document, in the format used, that
contains graphic, image, audio or video material where such material is
not included in the version filed with the Commission. * * *
* * * * *
16. By amending Sec. 232.305 by designating the existing text as
paragraph (a) and adding paragraph (b) to read as follows:
Sec. 232.305 Number of characters per line; tabular and columnar
information.
(a) * * *
(b) Paragraph (a) of this section does not apply to HTML documents.
17. By amending Sec. 232.306 by revising paragraph (b) to read as
follows:
Sec. 232.306 Foreign language documents and symbols.
(a) * * *
(b) Foreign currency denominations must be expressed in words or
letters in the English language rather than representative symbols,
except that HTML documents may include any representative foreign
currency symbols that the EDGAR Filer Manual specifies. The limitations
of this paragraph do not apply to unofficial PDF copies submitted in
accordance with Rule 104 of Regulation S-T (Sec. 232.104).
18. By amending Sec. 232.307 by designating the existing language
as paragraph (a) and by adding paragraph (b) to read as follows:
Sec. 232.307 Bold-face type.
(a) * * *
(b) Paragraph (a) of this section does not apply to HTML documents.
19. By revising Sec. 232.310 to read as follows:
Sec. 232.310 Marking changed material.
Provisions requiring the marking of changed materials are satisfied
in ASCII and HTML documents by inserting the tag before and the tag
following a paragraph containing changed material. HTML documents
may be marked to show changed materials within paragraphs. Financial
statements and notes thereto need not be marked for changed material.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
20. The authority citation for part 239 continues to read in part
as follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 77z-2, 77sss, 78c,
78l, 78m, 78n, 78o(d), 78u-5, 78w(a), 78ll(d), 79e, 79f, 79g, 79j,
79l, 79m, 79n, 79q, 79t, 80a-8, 80a-24, 80a-29, 80a-30 and 80a-37,
unless otherwise noted.
* * * * *
21. By amending Form S-6 (referenced in Sec. 239.16) by removing
Instruction 5 of Instructions as to Exhibits.
Note--The text of Form S-6 and the amendments will not appear in
the Code of Federal Regulations.
[[Page 12918]]
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
22. The authority citation for part 240 continues to read in part
as follows:
Authority: 15 U.S.C. 77c, 77d, 77g, 77j, 77s, 77z-2, 77eee,
77ggg, 77nnn, 77sss, 77ttt, 78c, 78d, 78f, 78i, 78j, 78j-1, 78k,
78k-1, 78l, 78m, 78n, 78o, 78p, 78q, 78s, 78u-5, 78w, 78x, 78ll(d),
79q, 79t, 80a-20, 80a-23, 80a-29, 80a-37, 80b-3, 80b-4 and 80b-11,
unless otherwise noted.
* * * * *
Sec. 240.14a-101 [Amended]
23. By amending Sec. 240.14a-101 by removing paragraph (a)(4) of
Item 22.
PART 270--RULES AND REGULATIONS, INVESTMENT COMPANY ACT OF 1940
24. The authority citation for part 270 continues to read in part
as follows:
Authority: 15 U.S.C. 80a-1 et seq., 80a-34(d), 80a-37, 80a-39
unless otherwise noted:
* * * * *
25. By amending Sec. 270.8b-23 by revising paragraph (a) to read as
follows:
Sec. 270.8b-23 Incorporation by reference.
(a) Any registrant may incorporate by reference, in answer or
partial answer to any item of a registration statement or report, any
information contained elsewhere in the statement or report or any
information contained in any other statement, report or prospectus
filed with the Commission under any Act administered by it, so long as
a copy of the other statement, report or prospectus is filed with each
copy of the registration statement or report in which it is
incorporated by reference. In the case of a registration statement,
report, or prospectus filed in electronic format, the registrant need
not file a copy of the document incorporated by reference if that
document also was filed in electronic format. A registrant may
incorporate by reference matter contained in an exhibit, however, only
to the extent permitted by Secs. 270.8b-24 and 270.8b-32. A registrant
may not incorporate by reference a Financial Data Schedule.
* * * * *
26. By amending Sec. 270.8b-32 by revising paragraph (c) to read as
follows:
Sec. 270.8b-32 Incorporation of exhibits by reference.
* * * * *
(c) Electronic filings. (1) A registrant may incorporate by
reference into a registration statement or report required to be filed
electronically only exhibits that have been filed in electronic format,
unless the exhibit has been filed in paper under a hardship exemption
(Sec. 232.201 or 232.202 of this chapter) and any required confirming
copy has been submitted.
(2) Notwithstanding paragraph (c)(1) of this section, a registrant
may not incorporate by reference a Financial Data Schedule.
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
27. The authority citation for part 274 continues to read as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s, 78c(b), 78l, 78m,
78n, 78o(d), 80a-8, 80a-24, and 80a-29, unless otherwise noted.
28. By amending Form N-SAR (referenced in Sec. 274.101) by revising
General Instruction F to read as follows:
Note--The text of Form N-SAR and the amendments will not appear
in the Code of Federal Regulations.
Instructions and Form
Form N-SAR
Semi-Annual Report for Registered Investment Companies
* * * * *
General Instructions
* * * * *
F. Filings on EDGAR.
(1) Attention is directed to Sub-Item 77Q1: Exhibits for certain
items of financial information that are required (Financial Data
Schedule).
(2) Management investment companies must file Form N-SAR
electronically only by direct electronic submission, and in accordance
with the EDGAR Filer Manual. Filing of the form on magnetic tapes or
diskettes is not permitted.
* * * * *
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
PART 274--FORMS PRESCRIBED UNDER THE INVESTMENT COMPANY ACT OF 1940
Note--The text of Forms N-2, N-1, N-1A, N-3, N-4 and N-5 and the
amendments will not appear in the Code of Federal Regulations.
29. By amending Form N-2 (referenced in Secs. 239.14 and 274.11a-1)
by removing General Instruction I and redesignating General Instruction
J as General Instruction I and removing paragraph 2.r of Item 24 of
Part C.
30. By amending Form N-1 (referenced in Secs. 239.15 and 274.11) by
removing General Instruction H and paragraph (b)(16) to Item 1 of Part
II.
31. By amending Form N-1A (referenced in Secs. 239.15A and 274.11A)
by removing paragraph (n) of Item 23 and by redesignating paragraph (o)
of Item 23 as paragraph (n).
32. By amending Form N-3 (referenced in Secs. 239.17a and 274.11b)
by removing General Instruction J and paragraph (b)(17) to Item 28 of
Part C.
33. By amending Form N-4 (referenced in Secs. 239.17b and 274.11c)
by removing General Instruction J and paragraph (b)(14) to Item 24 of
Part C and redesignating paragraphs (b)(15) through (b)(17) as
paragraphs (b)(14) through (b)(16).
34. By amending Form N-5 (referenced in Secs. 239.24 and 274.5) by
removing General Instruction H and Instruction 13 to Instructions as to
Exhibits.
Dated: March 10, 1999.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
Note: Appendix A and Appendix B to the preamble do not appear in
the Code of Federal Regulations.
Appendix A--Acceptable Tags for HTML Documents
[Acceptable HTML 3.2 Tags--Document Header]
----------------------------------------------------------------------------------------------------------------
Non-format tags Definition
----------------------------------------------------------------------------------------------------------------
................................. Identifies text as HTML document.
.................................. Comment--does not appear in browser, only in HTML source.
.................................... Anchor/Hyperlink.
[Note: For the attribute HREF, external references are not supported;
however, Bookmark (internal) references will be supported.]
................................. Signifies the body of the HTML document.
[Note: The BACKGROUND attribute is not supported for this tag.]
[[Page 12919]]
................................. Signifies header information for HTML document.
.............................. Signifies document is an index for a search engine.
................................. Base URL to be used by all links in the document.
................................. Like a hyperlink, but only contained within header.
................................. Extended information to be included in document header.
[Note: The HTTP-EQUIV attribute is not supported for this tag.]
................................ Title of document. It is displayed at the top of the browser.
----------------------------------------------------------------------------------------------------------------
[Acceptable HTML 3.2 Tags--Within Document]
Format-specific tags (change the
appearance of the text only) Definition
----------------------------------------------------------------------------------------------------------------
.................................. Escape Sequences--Used to display characters normally reserved (such as
``.................................... Anchor/Hyperlink.
[Note: For the attribute HREF, external references are not supported;
however, Bookmark (internal) references will be supported.]
.............................. Address--Usually italicized.
.................................... Bold.
........................... Block Quote--Usually indented.
................................... Line Break.
................................. Citation.
................................. Code.
.................................. Directory List.
................................... Definition List--Used with and .
................................... Definition Term.
................................... Definition.
................................... Emphasized--Like Bold.
................................... Heading 1--Largest.
................................... Heading 2.
................................... Heading 3.
................................... Heading 4.
................................... Heading 5.
................................... Heading 6--Smallest.
................................... Horizontal Rule--Displays a thin line across the page separating text.
.................................... Italic.
.................................. Keyboard--Preformatted text.
................................... List Item--Used by , , , and .
.............................. Listing--Same as .
................................. Menu List.
................................... Ordered List--Includes numbers.
.................................... Paragraph.
............................ Plain Text.
.................................. Preformatted Text.
................................. Sample--Uses fixed width font--Like .
............................... Strikethrough.
............................... Strong--Similar to bold.
................................... Teletype--Uses fixed width font--Like .
.................................... Underlined.
................................... Unordered List--Bullets only.
.................................. Variable--Uses fixed width font--Like .
.................................. Example--Same as .
.................................. Big Text--Increases font size.
.............................. Caption--Can only be used with tables.
............................... Centers elements between tags.
.................................. Definition--Like .
.................................. Division--Helps separate a document into parts.
................................. Allows alteration of font contained within tags.
................................ Small Text--Decreases font size.
.................................. Subscript.
.................................. Superscript.
................................ Table.
Note: No HTML documents with nested tags are to be accepted or
disseminated by EDGAR.]
................................... Table Data or Cell.
................................... Table Header--Displayed in bold.
................................... Table Row.
----------------------------------------------------------------------------------------------------------------
[[Page 12920]]
[Acceptable Legacy SGML Tags--Within HTML Documents]
Non-standard tags Definition
----------------------------------------------------------------------------------------------------------------
................................. SGML tag for page markers (browsers will ignore this tag if present).
.................................... [Note: The tag can also be represented as <R>.]
................................... [Second Note: The tag will not be publicly disseminated; it is for
SEC use only.]
.............................. For incorporation of document text at the Host.
[Note: These tags will not be publicly disseminated.]
----------------------------------------------------------------------------------------------------------------
Appendix B--Regulatory Flexibility Act Certification
I, Arthur Levitt, Chairman of the Securities and Exchange
Commission, hereby certify, pursuant to 5 U.S.C. 605(b), that the
proposed amendments to Rules 485, 486, 487, 495, and
497,63 and Form S-6,64 under the Securities
Act of 1933 (``Securities Act''),65 Rules 10, 11, 101,
102, 302, 303, 304, 305, 306, 307, and 310 of Regulation S-T
66 under the Securities Act, Schedule 14A 67
under the Securities Exchange Act of 1934 (``Exchange
Act''),68 Rules 8b-23 and 8b-32,69 and Form N-
SAR,70 under the Investment Company Act of 1940
(``Investment Company Act''),71 and Forms N-1, N-1A, N-2,
N-3, N-4, and N-5 72 under the Securities Act and the
Investment Company Act; and the addition of new Rules 104, 105, 106,
and 107 under Regulation S-T, as set forth in Release Number 33-7653
(together, the ``Proposals''), if adopted, would not have a
significant economic impact on a substantial number of small
entities.
---------------------------------------------------------------------------
\63\ 17 CFR 230.485, 486, 487, 495, and 497.
\64\ 17 CFR 239.16.
\65\ 15 U.S.C. 77a et seq.
\66\ 17 CFR 232.10, 11, 101, 102, 302, 303, 304, 305, 306, 307,
and 310.
\67\ 17 CFR 240.101.
\68\ 15 U.S.C. 78a et seq.
\69\ 17 CFR 270.8b-23 and 8b-32.
\70\ 17 CFR 274.101.
\71\ 15 U.S.C. 80a-1 et seq.
\72\ 17 CFR 239.15 and 274.11, 17 CFR 15A and 274.11A, 17 CFR
239.14 and 274.11a-1, 17 CFR 239.17a and 274.11b, 17 CFR 239.17b and
274.11c, 17 CFR 239.24 and 274.5.
---------------------------------------------------------------------------
The Proposals generally would not have a significant economic
impact on a substantial number of small entities because they would
only provide filers additional options for making their submissions
on the Commission's Electronic Data Gathering, Analysis, and
Retrieval (``EDGAR'') system, which they may choose to use on a
voluntary basis; codify several existing interpretations and
practices relating to the preparation, filing, and processing of
electronic documents; remove the requirement for submission of a
financial data schedule exhibit for certain filings made by
investment companies; and make technical corrections to current
rules. Therefore, the Proposals would not have a significant
economic impact on a substantial number of small entities within the
definitions of ``small business'' and ``small organization''
(together, ``small entities'') set forth in Rule 0-10 73
under the Investment Company Act, Rule 0-7 74 under the
Investment Advisers Act of 1940,75 Rule 0-10
76 under the Exchange Act, and Rule 157 77
under the Securities Act.
\73\ 17 CFR 270.0-10.
\74\ 17 CFR 275.0-7.
\75\ 15 U.S.C. 80b-1 et seq.
\76\ 17 CFR 240.0-10.
\77\ 17 CFR 230.157.
Dated: March 10, 1999.
Arthur Levitt
[FR Doc. 99-6277 Filed 3-15-99; 8:45 am]
BILLING CODE 8010-01-P
This is a copy of a public record, reproduced as it was published. It is not legal advice, and it may not be the version a court would rely on. Check the official source before you cite it.