[Federal Register Volume 62, Number 130 (Tuesday, July 8, 1997)]
[Rules and Regulations]
[Pages 36450-36459]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-17660]
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SECURITIES AND EXCHANGE COMMISSION
17 CFR Parts 200, 228, 229, 230, 232, 239, 240 and 260
[Release Nos. 33-7427; 34-38798; 39-2355; IC-22730; File No. S7-28-96]
RIN 3235-AG96
Rulemaking for the EDGAR System
AGENCY: Securities and Exchange Commission.
ACTION: Final rules.
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SUMMARY: The Securities and Exchange Commission (``Commission'') today
adopts a number of amendments to its
[[Page 36451]]
rules governing the submission of filings and other documents through
the Electronic Data Gathering, Analysis, and Retrieval (``EDGAR'')
system. These amendments reflect the Commission's experience with the
EDGAR system as well as the close of the initial phase-in stage of the
EDGAR project.
EFFECTIVE DATE: These rule changes will become effective on August 7,
1997.
FOR FURTHER INFORMATION CONTACT: James R. Budge, Division of
Corporation Finance at (202) 942-2950, or Ruth Armfield Sanders,
Division of Investment Management at (202) 942-0633, Securities and
Exchange Commission, 450 Fifth Street, NW., Washington, DC. 20549.
SUPPLEMENTARY INFORMATION: The Commission today adopts amendments to
the following rules relating to electronic filing on the EDGAR system:
Rule 200.30-1,1 Rule 200.30-5,2 Item 601 of
Regulation S-B and Regulation S-K,3 Rule 405 of Regulation
C,4 Rules 10,5 11,6 101,7
102,8 201,9 202,10 303,11
304,12 30713 and 311 14 of Regulation
S-T,15 Forms S-2,16 S-3,17 S-
8,18 F-219 and F-3 20 under the
Securities Act of 1933 (``Securities Act''),21 Rule 0-
1,22 Rule 13d-2,23 Rule 13e-4,24
Schedule 14A,25 and Rule 14e-1 26 under the
Securities Exchange Act of 1934 (``Exchange Act''),27 and
Rule 0-2 28 under the Trust Indenture Act of
1939.29 The Commission also is adding new Rules 100 and 601
to Regulation S-T, and eliminating Rules 901, 902 and 903 of Regulation
S-T, the EDGAR transition rules.30
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\1\ 17 CFR 200.30-1.
\2\ 17 CFR 200.30-5.
\3\ 17 CFR 228.601 and 229.601, respectively.
\4\ 17 CFR 230.405.
\5\ 17 CFR 232.10.
\6\ 17 CFR 232.11.
\7\ 17 CFR 232.101.
\8\ 17 CFR 232.102.
\9\ 17 CFR 232.201.
\10\ 17 CFR 232.202.
\11\ 17 CFR 232.303.
\12\ 17 CFR 232.304.
\13\ 17 CFR 232.307.
\14\ 17 CFR 232.311.
\15\ 17 CFR Part 232.
\16\ 17 CFR 239.12.
\17\ 17 CFR 239.13.
\18\ 17 CFR 239.16b.
\19\ 17 CFR 239.32.
\20\ 17 CFR 239.33.
\21\ 15 U.S.C. 77a et seq.
\22\ 17 CFR 240.0-1.
\23\ 17 CFR 240.13d-2.
\24\ 17 CFR 240.13e-4.
\25\ 17 CFR 240.14a-101.
\26\ 17 CFR 240.14e-1.
\27\ 15 U.S.C. 78a et seq.
\28\ 17 CFR 260.0-2.
\29\ 15 U.S.C. 77aaa et seq.
\30\ 17 CFR 232.901, 232.902 and 232.903, respectively.
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I. Background
In 1993, registrants and others began to electronically submit many
of the documents filed with the Commission via the EDGAR
system.31 Domestic registrants became electronic filers in a
series of discrete phase-in groups. Following a congressionally-
mandated test period, which included electronic filing by several
phase-in groups, the Commission certified that the system satisfied all
statutory requirements and announced a schedule to complete the
transition to mandated electronic filing for most filers.32
On May 6, 1996, the last group of domestic registrants was phased in.
Once the phase-in period was over, the Commission reviewed its
electronic filing rules and proposed to update them.33 The
Commission recognized in the proposals the shift from a paper-based
filing system to an electronic one. The proposals also reflected the
practical experience the Commission gained with electronic filing over
the last several years.
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\31\ The rules initiating mandated electronic filing were
adopted as interim rules in: Release No. 33-6977 (February 23, 1993)
(58 FR 14628) (containing a general description of the EDGAR system,
Regulation S-T (the electronic filing regulation), and the rules
applicable to filings processed by the Division of Corporation
Finance); Release No. IC-19284 (February 23, 1993) (58 FR 14848)
(relating to rules specific to investment companies and
institutional investment managers); and Release No. 35-25746
(February 23, 1993) (58 FR 14999) (relating to rules specific to
public utility holding companies).
\32\ Release No. 33-7122 (December 19, 1994) (59 FR 67752).
\33\ Release No. 33-7369 (December 5, 1996) (61 FR 65440).
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II. Rule Changes Adopted
The Commission proposed for public comment a number of minor and
technical changes to its electronic filing rules. The Commission
solicited comment with respect to each proposal. Three commenters
responded.34 The Commission continues to believe, as it did
in the proposing release, that the rule proposals would benefit filers
and the staff. The Commission today adopts the proposed changes, except
as discussed below.
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\34\ These letters are available for inspection and copying in
the Public Reference Room at the Commission's Headquarters at 450
Fifth Street, NW., Washington, DC. Refer to File No. S7-28-96.
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A. EDGAR Transition Rules Eliminated
The Commission adopted Rules 901, 902 and 903 of Regulation S-T to
govern the phase-in of registrants and provide guidance in situations
where one party to a transaction was a phased-in electronic filer and
another party was a paper filer. With the end of the phase-in period,
these transition rules are no longer needed. The Commission is
eliminating these rules, retaining in other rules in Regulation S-T any
provisions that are still useful, as explained more fully
below.35
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\35\ New Rule 100 of Regulation S-T and the changes to Rule 101
of Regulation S-T. The definition of ``electronic filer'' in Rule 11
of Regulation S-T, Rule 405 of Regulation C, Exchange Act Rule 0-1,
and Trust Indenture Act Rule 0-1 have been updated to reflect these
changes.
Rule 101(d) of Regulation S-T now includes the requirement,
formerly found in Rules 901(d) and 902(g), that a new electronic
filer submit a paper copy of its first electronic filing. The
Commission also is retaining in Rule 101 the note formerly found in
Rule 901 relating to electronic filing of beneficial ownership
reports with respect to foreign private issuers. The Office of EDGAR
Policy in the Division of Corporation Finance ((202) 942-2940) or
the EDGAR Branch in the Division of Investment Management ((202)
942-0591), as appropriate, can answer questions relating to these
issues.
The provisions delegating authority to the Division of
Corporation Finance and the Division of Investment Management to
change phase-in dates are also being eliminated. Rule 902(e) (17 CFR
232.902(e)) addressed matters of concern during EDGAR transition
from paper to electronic filing, particularly with reference to an
electronically filed Securities Act Rule 497(e) (17 CFR 230.497(e))
``sticker'' relating to a prospectus previously filed in paper.
Since the transition has been completed, these provisions are no
longer necessary. However, the staff continues to be of the view
that a registrant need not re-submit the prospectus or statement of
additional information to which a Rule 497(e) ``sticker'' relates,
if the related document has been filed electronically.
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B. New Rule 601 of Regulation S-T Governing Foreign Private Issuers
The Commission does not require foreign private issuers and foreign
governments to file electronically unless they are acting in concert
with, or as a third party filer with respect to, a domestic registrant.
Until now, foreign private issuers' electronic filing responsibilities
were outlined in Rule 901 of Regulation S-T. Since the Commission has
now eliminated that rule, its requirements applicable to foreign
private issuers and foreign governments are being adopted as new Rule
601 of Regulation S-T. This rule states that these entities generally
are not required to file electronically, unless they are filing jointly
with a domestic registrant or acting as a third party filer with
respect to such a registrant.
The new rule also provides that these companies or entities may
choose to file electronically in most situations. The EDGAR system
currently supports many types of documents filed by foreign private
issuers and foreign governments. The Commission intends to make future
modifications to the EDGAR system, where appropriate, to broaden the
availability of EDGAR to additional form types used by these foreign
filers.
The new rule also codifies a staff interpretation where a foreign
private
[[Page 36452]]
issuer engages in an exchange offer, merger or other business
combination transaction with a domestic registrant and the foreign
private issuer files a registration statement under the Securities Act
with respect to the transaction. In these cases, the parties can file
the registration statement and other documents relating to the
transaction in paper if the domestic registrant will not be a reporting
entity when the transaction is concluded. This eliminates the burden
from companies whose only electronic filing obligations would arise in
connection with the filing of a registration statement.
C. Rule 10 of Regulation S-T
Rule 10(b) of Regulation S-T 36 has for several years
included a note strongly urging persons who are about to become
electronic filers to submit a Form ID to obtain EDGAR access and
security codes between three and six months prior to their first
required electronic filing. The Commission is amending this instruction
to emphasize that those making their first required filings, including
issuers making initial public offerings, should submit their Forms ID
early to be ready to make their initial filings in electronic format.
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\36\ 17 CFR 232.10(b).
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D. Rule 11 of Regulation S-T
In the past, the Commission retained its official records on
microfiche. The Commission has changed this practice and now allows for
storage of filed documents in a variety of media. In order to reflect
current records retention practices, the term ``official filing'' in
Rule 11(m) of Regulation S-T 37 is being newly defined to
mean any filing that has been received and accepted by the Commission,
regardless of filing medium.
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\37\ 17 CFR 232.11(m).
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E. Rule 13 of Regulation S-T
The Commission proposed codifying in Rule 13 of Regulation S-T
38 a staff interpretive letter that relates to the timing of
filing proxy materials permitted to be ``mailed for filing'' with the
Commission at the same time they are published, furnished, sent or
given to security holders or others.39 This letter allows
issuers and others to electronically file proxy materials promptly on
the next business day following distribution to security holders where
it is impracticable to file the materials electronically on the same
business day of the Commission (between the hours of 8 a.m. and 5:30
p.m.) on which the distribution first occurs. The Commission staff
currently is reviewing the rules that govern the timing of filing proxy
materials in light of the growing public reliance on the EDGAR database
for investment information and the use of other rapid information
dissemination methods. Consequently, the Commission has decided not to
codify this position at this time. However, the interpretive position
given in the Lesser letter will continue to be in effect unless and
until the related rules are changed.
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\38\ 17 CFR 232.13.
\39\ Henry Lesser (November 28, 1995).
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F. Notification of Delayed Filing--Form DF
The Commission proposed creating a new Form DF which filers could
use to preserve the timeliness of their Exchange Act periodic reports
and other specified documents without the need for staff intervention.
The proposal was designed as an alternative to the filing date
adjustment procedure already in place. While one commenter expressed a
positive interest in the proposal, the Commission has decided to defer
action on it for the present. Once the direction of future EDGAR
programming is established, the Commission may reconsider the proposal.
Filing date adjustments will continue to be considered on a case-by-
case basis.
Under Rule 13, candidates must demonstrate bona fide attempts to
file electronically and must experience unanticipated technical
difficulties in order to qualify for a filing date adjustment. It has
been staff policy to consider filing date adjustment requests primarily
in connection with Exchange Act reports, beneficial ownership reports
and reports filed under section 16. Generally, the staff does not grant
filing date adjustments relating to registration statements or other
transactional filings.
Reasonable requests for an adjustment to the filing date of an
Exchange Act report will be granted if the filing is made (or re-
submitted) promptly. However, filers have an obligation to confirm the
status of their filings and must read the related acceptance or
suspension messages carefully to determine if the filing was
successfully made. For example, if a filing inadvertently was submitted
as a test or a confirming electronic copy, and was therefore not
considered an official filing, a new filing must be made immediately
and the staff must be notified if the second transmission was after the
due date of the filing and an adjustment is desired. It is not the
policy of the staff to grant adjustments backdating a filing over an
extended period of time.
G. Rule 101 of Regulation S-T
1. Exemption for Form 10-K as First Electronic Filing
During the phase-in period, issuers had an automatic exemption from
electronic filing for their first required filing after becoming
subject to electronic filing rules if that document was a Form 10-K
40 or 10-KSB.41 Now that all domestic issuers
have become electronic filers, this provision no longer is needed.
Reporting entities will already have had the advantage of the one-time
exemption and any new issuer's first filing will not be an annual
report on either of these forms. Consequently, the Commission is
eliminating this provision. Of course, if a company experiences special
difficulties in the preparation or filing of its annual reports, it may
continue to follow the procedures for hardship exemptions outlined in
Rules 201 and 202 of Regulation S-T.
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\40\ 17 CFR 249.310.
\41\ 17 CFR 249.310b.
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2. Proxy Materials and Annual Reports to Security Holders Furnished by
Registrants Subject to Reporting Obligations Under Section 15(d) of the
Exchange Act
Form 10-K and Form 10-KSB both require issuers reporting under
Section 15(d) of the Exchange Act 42 to furnish to the
Commission for its information any annual report to security holders
covering the registrant's last fiscal year and every proxy statement,
form of proxy or other proxy soliciting material sent to more than ten
of the registrant's security holders with respect to any annual or
other meeting of security holders. When these issuers submit this
information with their Exchange Act annual reports, it is not deemed
filed with the Commission unless it is incorporated by reference into
the report itself.
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\42\ 15 U.S.C. 78o(d).
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The Commission intended that these documents be filed
electronically, but they were not specifically addressed in Rule 101 of
Regulation S-T. The Commission is amending Rule 101 to correct this
omission. Filers should submit these proxy materials using the same
EDGAR form type as used for other definitive proxy statements, DEF 14A,
or DEFA14A for definitive additional materials, as outlined in the
EDGAR Filer Manual. Consistent with the requirements to furnish annual
reports to security holders under the proxy rules, registrants have the
option to submit their annual report to security holders pursuant to
these annual
[[Page 36453]]
reporting provisions either in paper or in electronic format. If filed
electronically, filers should use the ARS form type.43
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\43\ Investment companies are required to file electronically
with the Commission copies of their annual, semi-annual and other
periodic reports to security holders. See Rule 101(a)(iv) of
Regulation S-T (17 CFR 232.101(a)(iv)) and Rule 30b2-1 (17 CFR
270.30b2-1) of the Investment Company Act of 1940 (15 U.S.C. 80a-1
et seq.) (``Investment Company Act''). These filers should use the
N-30D or N-30B-2 form type, as appropriate.
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3. Schedules 13D and 13G
The electronic filing rules require that the first electronic
amendment to a paper-filed Schedule 13D or Schedule 13G restate the
entire text of the schedule.44 The purpose of this
requirement is to ensure that a complete and current copy of these
schedules is placed on the electronic database so that financial
observers do not need to refer to paper filings for a complete version
of the filings. However, the staff's position has been that if the
purpose of the first electronic amendment is to report a reduction in
beneficial ownership that relieves the filer from further reporting
obligations, the amendment needs not include a restatement of the
entire text of the schedule, but only the amended portions. The
Commission is codifying this position. A restatement requirement in
these situations is burdensome to filers and provides little benefit to
those who follow beneficial ownership transactions.
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\44\ Rule 101(a)(2)(ii) of Regulation S-T (17 CFR
232.101(a)(2)(ii)) and Rule 13d-2(c) (17 CFR 240.13d-2(c)).
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4. Proxy Material Filed Pursuant to Exchange Act Rule 16b-3(b)(2)(ii)
Effective August 15, 1996,45 the Commission no longer
requires that issuers file certain proxy material related to employee
benefit plans under the rules promulgated under section 16 of the
Exchange Act.46 Consequently, the Commission is amending
Regulation S-T Rule 101(c) of Regulation S-T to eliminate the provision
relating to the old filing requirement.47
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\45\ Release No. 34-37260 (May 31, 1996) (61 FR 30376).
\46\ Former Rule 16b-3(b)(2)(ii) (17 CFR 240.16b-3(b)(2)(ii)).
\47\ Technical amendments to citations in paragraphs (a)(1)(ii)
and (c)(6) of Rule 101 also have been adopted.
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5. Filings Made in Connection With Securities Act Exemptions
The Commission has eliminated Regulations B and F,48
which provided exemptions under the Securities Act. Consequently,
references in Rule 101(c) of Regulation S-T to filings made pursuant to
those regulations have been removed.
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\48\ Release No. 33-7300 (May 31, 1996) (61 FR 30397).
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6. Certain Material Filed Pursuant to Investment Company Act Sections
23(c), 24(e) and 24(f)
The Commission is adding to the Regulation S-T list of mandated
electronic submissions certain documents previously not expressly
included in, but intended to be covered under, Rule 101 of Regulation
S-T.49 The submissions added are documents filed with the
Commission pursuant to Sections 23(c),50 24(e),51
and 24(f) 52 of the Investment Company Act.
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\49\ Rule 101(a)(1)(iv) of Regulation S-T (17 CFR
232.101(a)(1)(iv)).
\50\ 15 U.S.C. 80a-23(c).
\51\ 15 U.S.C. 80a-24(e).
\52\ 15 U.S.C. 80a-24(f). While Form 24F-2 (17 CFR 274.24) is
among the filings which must be submitted electronically, filers
should be aware that there is no need to replicate electronically
items such as boxes and vertical lines appearing in the paper
version of this form.
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H. Hardship Exemptions
1. Confirming Copy Legends
Rule 202 of Regulation S-T provides for exemptions from electronic
filing, pursuant to delegated authority, for documents, portions of
documents, or groups of documents where the electronic filer would
incur undue burden and expense to convert the material to an electronic
format. Paragraph (d) of that rule allows the staff to grant such
exemptions for a limited period of time premised on an undertaking to
submit an electronic version of the material at the end of the stated
period. However, unlike Rule 201 (for temporary hardship exemptions),
Rule 202(d) has not included a requirement that the electronic version
be identified as a confirming electronic copy of what was filed in
paper pursuant to the exemption by including a legend to that effect on
the first page of the document. The Commission is adding this
requirement to be consistent with other similar provisions and to alert
users of the information to the fact that the information previously
had been filed in paper.
2. Sanctions
The Commission also is modifying the language found in Rule 202(d)
of Regulation S-T and in the instructions to Forms S-2, S-3, S-8, F-2
and F-3 to reflect the fact that failure to submit a confirming
electronic copy pursuant to a Rule 202(d) hardship exemption renders
the registrant ineligible to use the form. Rule 303 of Regulation S-T
also is revised by broadening its language to provide that documents
filed in paper under Rule 202(d) cannot be incorporated by reference if
a required confirming electronic copy is not submitted with respect to
that document. Similarly, the tender offer rules have been amended to
indicate that tender offer periods are tolled so long as all required
confirming electronic copies have not been submitted to the
Commission.53 These changes are consistent with the
treatment associated with temporary hardship exemption requirements and
codify current staff interpretation.
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\53\ Rules 13e-4 and 14e-1.
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3. Exhibits
a. Exhibit index. Rule 102 of Regulation S-T and Item 601 of
Regulations S-K and S-B require filers to indicate in a filing's
exhibit index whether a confirming electronic copy of a paper-filed
exhibit has been submitted by placing the letters ``CE'' next to the
item in the index. In the past, the language in the rules has been
limited to confirming electronic copies submitted pursuant to a
temporary hardship exemption. The Commission is amending these
provisions to encompass all documents originally filed in paper
pursuant to any type of hardship exemption for which a filer submits a
required confirming electronic copy.
b. Technical procedures. The electronic filing rules contemplate
under certain circumstances paper filing of exhibits in connection with
an otherwise electronic filing. Filers may do this pursuant to either a
temporary hardship exemption or a continuing hardship exemption,
depending on the type of hardship involved. In every case involving a
temporary hardship exemption, the filer is required within six business
days following the paper filing to submit a confirming electronic copy
of the material filed in paper.54 Persons making filings in
paper pursuant to a continuing hardship exemption may be required to
file a confirming electronic copy of the paper-filed material after a
designated period of time.55 Usually a confirming electronic
copy consists of an entire filing that was filed in paper pursuant to a
hardship exemption. The electronic version is identified to the
electronic system as only a copy of a previously-filed paper document
and is not considered a new filing. Where the subject of the hardship
exemption is an exhibit only, the standard protocol
[[Page 36454]]
cannot be followed because exhibits cannot be filed standing alone--
they must be a part of a filing.
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\54\ Rule 201(b) of Regulation S-T [17 CFR 232.201(b)].
\55\ Rule 202(d) of Regulation S-T.
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Persons who have an obligation to submit electronic confirming
copies of an exhibit filed in paper pursuant to a hardship exemption
must submit the exhibit electronically by filing an amendment to the
document to which the exhibit relates. The CONFIRMING-COPY tag should
not be used in the submission header. Filers should include a statement
in the amendment explaining that the amendment is solely to submit an
electronic copy of an exhibit previously filed in paper pursuant to a
hardship exemption. The Commission is codifying this procedure in the
rules by adding an instruction to Rule 201 and Rule 202 of Regulation
S-T.
I. Proxy Statement Performance Graph
Electronic filers who must furnish a stock performance comparison
graph in their proxy statements pursuant to Item 402(l) of Regulation
S-K 56 are required to satisfy that obligation in their
electronic filings by setting forth the data from the graph in tabular
form.57 The rules also require filers to supplementally
furnish a copy of the graph to the staff. In order to reduce the burden
on proxy filers, the Commission is eliminating the requirement that the
graph be supplementally sent to the staff. Of course, registrants will
continue to be required to produce a copy of the graph, as sent to
security holders, upon staff request, pursuant to Rule
304(c).58
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\56\ 17 CFR 229.402(l).
\57\ Rule 304(d) of Regulation S-T (17 CFR 232.304(d)).
\58\ 17 CFR 232.304(c). Paragraph (b)(2) also is being amended
to conform its language with the changes made to Rule 304 in Release
33-7289 (May 9, 1996) (61 FR 24652), relating to use of electronic
media for delivery purposes.
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The Commission is revising Rule 304(d) to expressly apply to
investment company registrants. Investment company filers will now
follow the provisions of Rule 304(d) in their preparation of the line
graph required by Item 5A of Form N-1A,59 a practice
previously encouraged by the staff of the Division of Investment
Management.60 While one commenter believed that three
month's transitional time should be given, the Commission believes
that, given the previous experience with submissions under this rule,
there is no necessity for a transition period.
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\59\ 17 CFR 274.11A.
\60\ The staff of the Commission has never interpreted a textual
description of the performance graph as sufficient to fulfill the
requirement of Rule 304(a), as suggested by one commenter.
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J. Annual Report Provisions Inapplicable to Investment Companies
The Commission is revising Rule 303(b) of Regulation S-T
61 to clarify that it does not apply to investment company
filers, a codification of staff interpretation. Rule 303(b) now
expressly states that its requirements concerning incorporation by
reference to reports to security holders do not apply to investment
companies.
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\61\ 17 CFR 232.303(b).
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The Commission also is revising Schedule 14A, clarifying that
investment companies need not submit electronically annual or quarterly
reports to security holders, or any portion thereof, incorporated by
reference into a proxy statement, if the report was filed
electronically.62 This revision is also a codification of
staff interpretation.
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\62\ Note D.4 to Schedule 14A.
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K. Computational Materials To Be Filed Under Cover of Form SE
Some issuers of asset-backed securities file large amounts of
computational materials with a Form 8-K, pursuant to two no-action
letters.63 These materials often are voluminous and
difficult to convert to an acceptable electronic format. Typically,
filers of such materials have been granted hardship exemptions from
filing them electronically. In order to reduce compliance costs both to
the issuers and the staff, the Commission is amending Rule 311 of
Regulation S-T to add this type of supporting documentation to the list
of items that may be filed in paper under cover of Form SE without the
need for staff action. The Form 8-K itself, as well as any required
term sheets, should be filed electronically.
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\63\ Distribution of Certain Written Materials Relating to
Asset-Backed Securities, (February 17, 1995) and Mortgage and Asset-
Backed Securities--Furnishing Information to Customers, (May 20,
1994).
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L. Financial Data Schedules
The Commission is codifying the principles outlined in two staff
interpretive positions relating to Financial Data Schedules. First, a
note is being added stating that issuers of asset-backed securities (as
defined in Form S-3, except that the securities need not be investment
grade) that are not required to file financial statements with the
Commission in their Securities Act registration statements or their
reports filed pursuant to sections 13(a) or 15(d) of the Exchange Act
are not required to submit a Financial Data Schedule in connection with
those filings.64 This is consistent with the requirement
that Financial Data Schedules be submitted only when updated financial
statements are filed. A second note also is being added to the effect
that a registrant is not required to restate prior Financial Data
Schedules for a recapitalization that is in the form of a stock split
or reverse stock split, provided that the tag in the Financial
Data Schedule for the period in which the stock split occurs includes a
footnote that indicates that a stock split has occurred and its
effective date, and that prior Financial Data Schedules have not been
restated for the recapitalization.65
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\64\ See Ford Motor Credit Company (April 14, 1995).
\65\ See AFLAC/AFLAC Incorporated (April 10, 1996).
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In addition, the Financial Data Schedule rules provide that where a
filer submits a document in paper pursuant to a temporary hardship
exemption, and the document would have been accompanied by a Financial
Data Schedule if filed in electronic format, the filer must submit the
Financial Data Schedule with the confirming electronic copy of the
filing. Since documents may be filed in paper pursuant to a continuing
hardship exemption on the condition that the issuer file an electronic
version within a stated time period,66 the Commission is
amending its rules to reflect its position that registrants must submit
a Financial Data Schedule with the required confirming electronic copy
of a document filed in paper pursuant to any hardship exemption where
the underlying document would have included the schedule had it been
filed originally in electronic format.
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\66\ Rule 202(d) of Regulation S-T.
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M. Red Ink Requirements
The Commission has eliminated its requirements to print designated
information in red ink.67 Consequently, it is revising Rule
307 of Regulation S-T to reflect this change.
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\67\ Release No. 33-7300.
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III. Other Electronic Submission, Processing and Retrieval Issues
In the proposing release, the Commission solicited comment on
various ways to expand or otherwise modify the EDGAR system to help
both users of the EDGAR database as well as filers. The Commission
asked specific questions about electronic submission of confidential
treatment requests, no-action letters,68 and exempt
offerings as
[[Page 36455]]
well as other matters. Each of the three commenters made useful
suggestions that the Commission will consider in its ongoing evaluation
of the future of the system.
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\68\ Since the Commission issued the proposing release, the
Division of Corporation Finance has established a new e-mail address
to receive requests for interpretive or no-action letters. Persons
seeking such letters from the Division may now submit their requests
either in paper or electronically at cfletters@sec.gov. At this
time, electronic requests must be in standard e-mail text or ASCII
format so the staff can easily read and print the letters. These
letters will be processed by the staff in the same manner as
requests submitted in paper. If there is confidential information in
the request, remember that it may be possible for others to
intercept and read e-mail.
This mailbox should be used only for requests for interpretive
or no-action letters from the Division of Corporation Finance, not
for other correspondence. The requests should comply with all of the
procedures set forth in Release No. 33-6269 (December 5, 1980),
except that multiple copies are not needed. The letter should
include the telephone number of the requestor.
---------------------------------------------------------------------------
IV. Cost-Benefit Analysis
No commenter responded to the Commission's solicitation of comment
with respect to the costs and benefits that would result if the rule
proposals were adopted. The Commission anticipates that the rule
changes will not impose significant costs on filers, since they
generally are codifications and/or clarifications of existing filing
practices. The rule changes should be beneficial to filers inasmuch as
they clarify existing rules and make the filing community at large more
aware of current practices and interpretations. The Commission also
considered the impact of the rule changes on competition, as required
under section 23(a) of the Exchange Act. There will be little or no
impact on competition for the reasons explained in connection with the
costs and benefits generally.
V. Regulatory Flexibility Act Certification
In connection with the rule proposals, the Chairman of the
Commission has certified that the amendments proposed herein would not,
if adopted, have a significant economic impact on a substantial number
of small entities. The certification, including the factual bases for
the determination, was published with the proposing release in
satisfaction of section 605(b) of the Regulatory Flexibility Act, 5
U.S.C. 605(b).
VI. Paperwork Reduction Act
The staff consulted with the Office of Management and Budget
(``OMB'') and submitted for approval in accordance with the Paperwork
Reduction Act of 1995 (44 U.S.C. 3501 et seq.) proposed Form DF. Since
the Commission is not adopting Form DF at this time, there will be no
change to information collection requirements as a result of this
rulemaking.
VII. Statutory Basis
The rule amendments outlined above are proposed pursuant to
sections 6, 7, 8, 10 and 19(a) of the Securities Act, sections 3, 12,
13, 14, 15(d), 23(a) and 35(A) of the Exchange Act, sections 3, 5, 6,
7, 10, 12, 13, 14, 17 and 20 of the Public Utility Holding Company Act
of 1935,69 section 319 of the Trust Indenture Act of
1939,70 and sections 8, 30, 31 and 38 of the Investment
Company Act of 1940.71
---------------------------------------------------------------------------
\69\ 15 U.S.C. 79a et seq.
\70\ 15 U.S.C. 77aaa et seq.
\71\ 15 U.S.C. 80a-1 et seq.
---------------------------------------------------------------------------
List of Subjects in 17 CFR Parts 200, 228, 229, 230, 232, 239, 240, and
249
Registration requirements, Reporting and recordkeeping
requirements, Securities.
Text of the Amendments
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:
PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS
1. The authority citation for part 200 continues to read in part as
follows:
Authority: 15 U.S.C. 77s, 78d-1, 78d-2, 78w, 78ll(d), 79t,
77sss, 80a-37, 80b-11, unless otherwise noted.
* * * * *
Sec. 200.30-1 [Amended]
2. By amending Sec. 200.30-1 by removing paragraph (m).
Sec. 200.30-5 [Amended]
3. By amending Sec. 200.30-5 by removing paragraph (j) and by
redesignating paragraphs (k) and (l) as paragraphs (j) and (k).
PART 228--INTEGRATED DISCLOSURE SYSTEM FOR SMALL BUSINESS ISSUERS
4. The authority citation for part 228 is revised to read as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77aa(25), 77aa(26) 77ddd, 77eee, 77ggg, 77hhh, 77jjj, 77nnn, 77sss,
78l, 78m, 78n, 78o, 78u-5, 78w, 78ll, 80a-8, 80a-29, 80a-30, 80a-37,
80b-11, unless otherwise noted.
5. By amending Sec. 228.601 by revising the second sentence of
instruction 3 to paragraph (a), by designating the note to paragraph
(c)(1)(ii) as ``Note 1 to paragraph (c)(1)(ii)'', by adding Note 2 to
paragraph (c)(1)(ii), by revising paragraph (c)(1)(v), and by adding a
note to paragraph (c)(2)(iii) to read as follows:
Sec. 228.601 (Item 601) Exhibits.
(a) * * *
Instructions to Item 601(a)
* * * * *
(3) * * * Whenever an electronic confirming copy of an exhibit
is filed pursuant to a hardship exemption (Sec. 232.201 or
Sec. 232.202(d) of this chapter), the exhibit index should specify
where the confirming electronic copy can be located; in addition,
the designation ``CE'' (confirming electronic) should be placed next
to the listed exhibit in the exhibit index.
* * * * *
(c) Financial Data Schedule--
(1) General. * * *
(ii) * * *
Note 2 to paragraph (c)(1)(ii): Issuers of asset-backed
securities (as that term is defined in the general instructions to
Form S-3 (Sec. 239.13 of this chapter), except that they need not be
investment grade) that are not required to file financial statements
with the Commission in their Securities Act registration statements
or their reports filed pursuant to sections 13(a) or 15(d) of the
Exchange Act are not required to submit a Financial Data Schedule in
connection with those filings.
* * * * *
(v) A Financial Data Schedule shall be submitted only in electronic
format. Where a registrant submits a filing, otherwise required to
include a Financial Data Schedule, in paper pursuant to a hardship
exemption under Rule 201 or Rule 202(d) of Regulation S-T (Sec. 232.201
or Sec. 232.202(d) of this chapter, respectively), the Financial Data
Schedule shall not be included with the paper filing, but shall be
included with the required confirming electronic copy.
* * * * *
(2) Format and presentation of Financial Data Schedule. * * *
(iii) * * *
Note to paragraph (c)(2)(iii): A registrant is not required to
restate prior Financial Data Schedules for a recapitalization that
is in the form of a stock split or reverse stock split, provided
that the <> tag for the period in which the stock split
occurs includes a footnote indicating that a stock split has
occurred and its effective date, and that prior Financial Data
Schedules have not been restated for the recapitalization.
* * * * *
[[Page 36456]]
PART 229--STANDARD INSTRUCTIONS FOR FILING FORMS UNDER THE
SECURITIES ACT OF 1933, SECURITIES EXCHANGE ACT OF 1934 AND ENERGY
POLICY AND CONSERVATION ACT OF 1975--REGULATION S-K
6. The authority citation for part 229 continues to read in part as
follows:
Authority: 15 U.S.C. 77e, 77f, 77g, 77h, 77j, 77k, 77s, 77z-2,
77aa(25), 77aa(26), 77ddd, 77eee, 77ggg, 77hhh, 77iii, 77jjj, 77nnn,
77sss, 78c, 78i, 78j, 78l, 78m, 78n, 78o, 78u-5, 78w, 78ll(d), 79e,
79n, 79t, 80a-8, 80a-29, 80a-30, 80a-37, 80b-11, unless otherwise
noted.
* * * * *
7. By amending Sec. 229.601, paragraph (a) by revising the second
sentence of instruction 4 of ``Instructions to Item 601'', by
designating the note to paragraph (c)(1)(ii) as ``Note 1 to paragraph
(c)(1)(ii)'', by adding Note 2 to paragraph (c)(1)(ii), by revising
paragraph (c)(1)(v), and by adding a note to paragraph (c)(2)(iii) to
read as follows:
Sec. 229.601 (Item 601) Exhibits.
(a) * * *
Instructions to Item 601
* * * * *
(4) * * * Whenever an electronic confirming copy of an exhibit
is filed pursuant to a hardship exemption (Sec. 232.201 or
Sec. 232.202(d) of this chapter), the exhibit index should specify
where the confirming electronic copy can be located; in addition,
the designation ``CE'' (confirming electronic) should be placed next
to the listed exhibit in the exhibit index.
* * * * *
(c) Financial Data Schedule--
(1) General. * * *
(ii) * * *
Note 2 to paragraph (c)(1)(ii): Issuers of asset-backed
securities (as that term is defined in the general instructions to
Form S-3 [Sec. 239.13 of this chapter], except that they need not be
investment grade) that are not required to file financial statements
with the Commission in their Securities Act registration statements
or their reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act are not required to submit a Financial Data Schedule in
connection with those filings.
* * * * *
(v) A Financial Data Schedule shall be submitted only in
electronic format. Where a registrant submits a filing, otherwise
required to include a Financial Data Schedule, in paper pursuant to
a hardship exemption under Rule 201 or Rule 202(d) of Regulation S-T
(Sec. 232.201 or Sec. 232.202(d) of this chapter, respectively), the
Financial Data Schedule shall not be included with the paper filing,
but shall be included with the required confirming electronic copy.
* * * * *
(2) Format and presentation of Financial Data Schedule.
* * * * *
(iii) * * *
Note to paragraph (c)(2)(iii): A registrant is not required to
restate prior Financial Data Schedules for a recapitalization that
is in the form of a stock split or reverse stock split, provided
that the tag for the period in which the stock split occurs
includes a footnote indicating that a stock split has occurred and
its effective date, and that prior Financial Data Schedules have not
been restated for the recapitalization.
* * * * *
PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933
8. The authority citation for Part 230 continues to read in part as
follows:
Authority: 15 U.S.C. 77b, 77f, 77g, 77h, 77j, 77s, 77sss, 78c,
78d, 78l, 78m, 78n, 78o, 78w, 78ll(d), 79t, 80a-8, 80a-29, 80a-30,
and 80a-37, unless otherwise noted.
* * * * *
9. By amending Sec. 230.405 by revising the definition of
``electronic filer'' to read as follows:
Sec. 230.405 Definitions of terms.
* * * * *
Electronic filer. The term electronic filer means a person or an
entity that submits filings electronically pursuant to Rules 100 and
101 of Regulation S-T (Secs. 232.100 and 232.101 of this chapter,
respectively).
* * * * *
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
10. 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.
11. By amending Sec. 232.10 by revising the note following
paragraph (b) to read as follows:
Sec. 232.10 Application of Part 232.
* * * * *
Note: The Commission strongly urges any person or entity about
to become subject to the disclosure and filing requirements of the
federal securities laws to submit a Form ID well in advance of the
first required filing, including a registration statement relating
to an initial public offering, in order to facilitate electronic
filing on a timely basis.
12. By amending Sec. 232.11 by revising paragraphs (e) and (m) to
read as follows:
Sec. 232.11 Definition of terms used in part 232.
* * * * *
(e) Electronic filer. The term electronic filer means a person or
an entity that submits filings electronically pursuant to Rules 100 and
101 of Regulation S-T (Secs. 232.100 and 232.101, respectively).
* * * * *
(m) Official filing. The term official filing means any filing that
is received and accepted by the Commission, regardless of filing
medium.
* * * * *
13. By adding Sec. 232.100, following the undesignated heading
``Electronic Filing Requirements'' to read as follows:
Sec. 232.100 Persons and entities subject to mandated electronic
filing.
The following persons or entities shall be subject to the
electronic filing requirements of this part 232:
(a) Registrants whose filings are subject to review by the Division
of Corporation Finance, except for foreign private issuers and foreign
governments;
(b) Registrants whose filings are subject to review by the Division
of Investment Management; and
(c) Any party (including natural persons, foreign private issuers
and foreign governments) that files a document jointly with, or as a
third party filer with respect to, a registrant that is subject to
mandated electronic filing requirements.
14. By amending Sec. 232.101 by revising paragraphs (a)(1)(ii),
(a)(1)(iii), (a)(1)(iv), (a)(2)(ii), (b)(1), (c)(6) and (c)(7), by
removing paragraph (c)(19), and by adding paragraph (d) to read as
follows:
Sec. 232.101 Mandated electronic submissions and exceptions.
(a) Mandated electronic submissions. (1) * * *
(ii) Statements and applications filed with the Commission pursuant
to the Trust Indenture Act (15 U.S.C. 77aaa, et seq.), other than
applications for exemptive relief filed pursuant to section 304 (15
U.S.C. 77ddd) and section 310 (15 U.S.C. 77jjj) of that Act;
(iii) Statements, reports and schedules filed with the Commission
pursuant to section 13, 14, or 15(d) of the Exchange Act (15 U.S.C.
78m, 78n and 78o(d)), except Form 13F (Sec. 249.325 of this chapter),
and proxy materials required to be furnished for the information of the
Commission in connection with annual reports on Form 10-K (Sec. 249.310
of this chapter) or Form 10-KSB (Sec. 249.310b of this chapter) filed
pursuant to section 15(d) of the Exchange Act.
[[Page 36457]]
Note to paragraph (a)(1)(iii). Electronic filers are restricted
from filing Schedules 13D and 13G with respect to foreign private
issuers because EDGAR requires an IRS tax identification number to
be inserted for the subject company as a prerequisite to acceptance
of the filing. Such filings should be made in paper pending future
system enhancements.
(iv) Documents filed with the Commission pursuant to sections 8,
17, 20, 23(c), 24(e), 24(f), and 30 of the Investment Company Act (15
U.S.C. 80a-8, 80a-17, 80a-20, 80a-23(c), 80a-24(e), 80a-24(f) and 80a-
29); provided, however, that submissions under section 6(c), 8(f) or
17(g) of that Act (15 U.S.C. 80a-6(c), 80a-8(f) or 80a-17(g), or
documents related to applications for exemptive relief under any
section of that Act, shall not be made in electronic format; and
* * * * *
(2) * * *
(ii) The first electronic amendment to a paper format Schedule 13D
(Sec. 240.13d-101 of this chapter) or Schedule 13G (Sec. 240.13d-102 of
this chapter), shall restate the entire text of the Schedule 13D or
13G, but previously filed paper exhibits to such Schedules are not
required to be restated electronically. See Rule 102 (Sec. 232.102)
regarding amendments to exhibits previously filed in paper format.
Notwithstanding the foregoing, if the sole purpose of filing the first
electronic Schedule 13D or 13G amendment is to report a change in
beneficial ownership that would terminate the filer's obligation to
report, the amendment need not include a restatement of the entire text
of the Schedule being amended.
* * * * *
(b) * * *
(1) Annual reports to security holders furnished for the
information of the Commission pursuant to Rule 14a-3(c) (Sec. 240.14a-
3(c) of this chapter) or Rule 14c-3(b) (Sec. 240.14c-3(b) of this
chapter), or pursuant to the requirements of Form 10-K or Form 10-KSB
filed by registrants pursuant to Section 15(d) of the Exchange Act.
* * * * *
(c) * * *
(6) Applications for exemptive relief filed pursuant to Sections
304 and 310 of the Trust Indenture Act.
(7) Filings relating to offerings exempt from registration under
the Securities Act, including filings made pursuant to Regulation A
(Secs. 230.251-230.263 of this chapter), Regulation D (Secs. 230.501-
230.506 of this chapter) and Regulation E (Secs. 230.601-230.610a of
this chapter), as well as filings on Form 144 (Sec. 239.144 of this
chapter) where the issuer of the securities is not subject to the
reporting requirements of section 13 or 15(d) of the Exchange Act (15
U.S.C. 78m or 78o(d), respectively).
* * * * *
(d) Paper Copies of Electronic Filings. Electronic filers,
including third party filers, shall submit to the Commission a paper
copy of their first electronic filing, as follows:
(1) The paper copy shall be either a document that meets the
requirements of the applicable Commission rules and regulations for
paper filings or a paper printout of the electronic filing. If the copy
being submitted is the paper printout of the electronic filing, the
header information specified in the EDGAR Filer Manual shall be omitted
or blanked out to ensure that confidential information contained in the
header remains non-public.
(2) The paper copy shall be sent to the following address: OFIS
Filer Support, SEC Operations Center, 6432 General Green Way,
Alexandria, VA 22312-2413. The paper copy shall be received by the
Commission no later than six business days after the electronic filing.
The following legend shall be typed, printed or stamped in capital
letters at the top of the cover page of the paper copy:
THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 101(d)
OF REGULATION S-T.
(3) Signatures are not required for paper format documents
submitted pursuant to this paragraph (d).
15. By amending Sec. 232.102 by revising the last sentence of
paragraph (d) to read as follows:
Sec. 232.102 Exhibits.
* * * * *
(d) * * * Whenever an electronic confirming copy of an exhibit is
filed pursuant to a hardship exemption (Sec. 232.201 or
Sec. 232.202(d)), the exhibit index should specify where the confirming
electronic copy can be located; in addition, the designation ``CE''
(confirming electronic) should be placed next to the listed exhibit in
the exhibit index.
* * * * *
16. By amending Sec. 232.201 by designating the note following
paragraph (b) as Note 1 and by adding Note 2 to read as follows:
Sec. 232.201 Temporary hardship exemption.
* * * * *
(b) * * *
Note 2. If the exemption relates to an exhibit only, the
requirement to submit a confirming electronic copy shall be
satisfied by refiling the exhibit in electronic format in an
amendment to the filing to which it relates. The confirming copy tag
should not be used. The amendment should note that the purpose of
the amendment is to add an electronic copy of an exhibit previously
filed in paper pursuant to a temporary hardship exemption.
17. By amending Sec. 232.202 by revising paragraph (d) before the
note, designating the note as Note 1 and adding Note 2 and Note 3 to
read as follows:
Sec. 232.202 Continuing hardship exemption.
* * * * *
(d) If a continuing hardship exemption is granted for a limited
time period, the grant may be conditioned upon the filing of the
document or group of documents that is the subject of the exemption in
electronic format upon the expiration of the period for which the
exemption is granted. The electronic format version shall contain the
following statement in capital letters at the top of the first page of
the document:
THIS DOCUMENT IS A COPY OF THE (SPECIFY DOCUMENT) FILED ON
(DATE) PURSUANT TO A RULE 202(d) CONTINUING HARDSHIP EXEMPTION.
* * * * *
Note 2. If the exemption relates to an exhibit only and a
confirming electronic copy of the exhibit is required to be
submitted, the exhibit should be refiled in electronic format in an
amendment to the filing to which it relates. The confirming copy tag
should not be used. The amendment should note that the purpose of
the amendment is to add an electronic copy of an exhibit previously
filed in paper pursuant to a continuing hardship exemption.
Note 3. Failure to submit a required confirming electronic copy
of a paper filing made in reliance on a continuing hardship
exemption granted pursuant to paragraph (d) of this section will
result in ineligibility to use Forms S-2, S-3, S-8, F-2 and F-3
(see, Secs. 239.12, 239.13, 239.16b, 239.32 and 239.33,
respectively), restrict incorporation by reference of the document
submitted in paper (see Rule 303 of Regulation S-T (Sec. 232.303),
and toll certain time periods associated with tender offers (see
Rule 13e-4(f)(12) (Sec. 240.13e-4(f)(12)) and Rule 14e-1(e)
(Sec. 240.14e-1(e))).
18. By amending Sec. 232.303 by revising paragraph (a)(2) and
paragraph (b) to read as follows:
Sec. 232.303 Incorporation by reference.
(a) * * *
(2) Any document filed in paper pursuant to a hardship exemption
for which a required confirming electronic copy has not been submitted.
* * * * *
(b) If any portion of the annual or quarterly report to security
holders is incorporated by reference into any
[[Page 36458]]
electronic filing, such portion of the annual or quarterly report to
security holders shall be filed in electronic format as an exhibit to
the filing, as required by Item 601(b)(13) of Regulation S-K and Item
601(b)(13) of Regulation S-B. This requirement shall not apply to
incorporation by reference by an investment company from an annual or
quarterly report to security holders.
19. By amending Sec. 232.304 by revising paragraph (b)(2) and
paragraph (d), to read as follows:
Sec. 232.304 Graphic, image and audio material.
* * * * *
(b)(1) * * *
(2) Narrative descriptions, tabular representations or transcripts
of graphic, image and audio 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 or audio material, they shall not be subject to the
liability and anti-fraud provisions of the federal securities laws.
* * * * *
(d) The performance graph that is to appear in registrant proxy and
information statements relating to annual meetings of security holders
(or special meetings or written consents in lieu of such meetings) at
which directors will be elected, as required by Item 402(l) of
Regulation S-K (Sec. 229.402(l) of this chapter), and the line graph
that is to appear in registrant annual reports to security holders or
prospectuses, as required by paragraph (b) of Item 5A of Form N-1A
(Sec. 274.11A of this chapter), shall be furnished to the Commission in
connection with an electronic filing by presenting the data in tabular
or chart form within the electronic filing, in compliance with
paragraph (a) of this section and the formatting requirements of the
EDGAR Filer Manual.
20. By revising Sec. 232.307 to read as follows:
Sec. 232.307 Bold face type.
Provisions requiring presentation of information in bold face type
shall be satisfied in an electronic format document by presenting such
information in capital letters.
21. By amending Sec. 232.311 by adding paragraph (i) to read as
follows:
Sec. 232.311 Documents submitted in paper under cover of Form SE.
* * * * *
(i) Computational materials filed as an exhibit to Form 8-K
(Sec. 249.308) by issuers of an ``asset-backed security,'' as that term
is defined in General Instruction I.B.5 of Form S-3 (Sec. 239.13 of
this chapter).
22. By adding an undesignated heading and Sec. 232.601, to read as
follows:
FOREIGN PRIVATE ISSUERS AND FOREIGN GOVERNMENTS
Sec. 232.601 Foreign private issuers and foreign governments.
(a) Foreign private issuers and foreign governments shall not be
subject to the mandated electronic filing requirements of this part
232, except that a document filed either jointly with, or with respect
to, a registrant that is subject to mandated electronic filing shall be
filed in electronic format. See Rule 100 of Regulation S-T
(Sec. 232.100).
(b) Foreign private issuers and foreign governments may choose to
file electronically any document not required to be so filed to the
extent that an appropriate form type is available, as identified by the
EDGAR Filer Manual.
(c) Notwithstanding any provision of this part 232, if a foreign
private issuer engages in an exchange offer, merger or other business
combination transaction with a domestic registrant and the foreign
private issuer files a Securities Act registration statement with
respect to the transaction, the registration statement and all other
documents relating to the transaction may be filed in paper, provided
that the domestic registrant will not be subject to the reporting
requirements of the Exchange Act at the conclusion of the transaction.
Secs. 232.901-232.903 And the Undesignated Heading [Removed and
reserved]
23. By removing and reserving Secs. 232.901, 232.902 and 232.903
and the undesignated heading ``Transition to Electronic Filing''.
PART 239--FORMS PRESCRIBED UNDER THE SECURITIES ACT OF 1933
24. 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-29, 80a-30 and 80a-37, unless
otherwise noted.
* * * * *
Sec. 239.12 [From S-2 amended]
25. By amending Form S-2 (referenced in Sec. 239.12) by revising
general instruction I.H.(1) to read as follows:
Note: The text of Form S-2 does not, and the amendment thereto
will not, appear in the Code of Federal Regulations.
FORM S-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
GENERAL INSTRUCTIONS
* * * * *
I. Eligibility Requirements for Use of Form S-2
* * * * *
H. Electronic filings. * * *
(1) all required electronic filings, including confirming
electronic copies of documents submitted in paper pursuant to a
hardship exemption as provided by Rule 201 or Rule 202(d) of
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter);
and,
* * * * *
Sec. 239.13 [Form S-3 amended]
26. By amending Form S-3 (referenced in Sec. 239.13) by revising
general instruction I.A.8.(1) to read as follows:
Note: The text of Form S-3 does not, and the amendment thereto
will not, appear in the Code of Federal Regulations.
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL INSTRUCTIONS
* * * * *
I. Eligibility Requirements for Use of Form S-3
* * * * *
A. Registrant Requirements. * * *
8. Electronic filings. * * *
(1) all required electronic filings, including confirming
electronic copies of documents submitted in paper pursuant to a
hardship exemption as provided by Rule 201 or Rule 202(d) of
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter);
and,
* * * * *
Sec. 239.166 [Form S-8 amended]
27. By amending Form S-8 (referenced in Sec. 239.16b) by revising
general instruction A.3.(1) to read as follows:
Note: The text of Form S-8 does not, and the amendment thereto
will not, appear in the Code of Federal Regulations.
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
A. Rule as to Use of Form S-8. * * *
3. Electronic filings. * * *
(1) all required electronic filings, including confirming
electronic copies of documents submitted in paper pursuant to a
hardship exemption as provided by Rule 201 or Rule 202(d) of
Regulation S-T (Sec. 232.201 or Sec. 232.202(d) of this chapter);
and,
[[Page 36459]]
Sec. 239.32 [Form F-2 amended]
28. By amending Form F-2 (referenced in Sec. 239.32) by revising
general instruction I.H to read as follows:
Note: The text of Form F-2 does not, and the amendment thereto
will not, appear in the Code of Federal Regulations.
FORM F-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
A. Eligibility Requirements for Use of Form F-2. * * *
H. Electronic filings. In addition to satisfying the foregoing
conditions, a registrant subject to the electronic filing
requirements of Rule 101 of Regulation S-T (Secs. 232.101 of this
chapter) shall have filed with the Commission all required
electronic filings, including confirming electronic copies of
documents submitted in paper pursuant to a hardship exemption as
provided by Rule 201 or Rule 202(d) of Regulation S-T (Sec. 232.201
or Sec. 232.202(d) of this chapter).
* * * * *
Sec. 239.33 [Form F-3 amended]
29. By amending Form F-3 (referenced in Sec. 239.33) by revising
general instruction I.A.6 to read as follows:
Note: The text of Form F-3 does not, and the amendment thereto
will not, appear in the Code of Federal Regulations.
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
* * * * *
I. Eligibility Requirements for Use of Form F-3 * * *
A. Registrant requirements * * *
6. Electronic filings. In addition to satisfying the foregoing
conditions, a registrant subject to the electronic filing
requirements of Rule 101 of Regulation S-T (Secs. 232.101 of this
chapter) shall have filed with the Commission all required
electronic filings, including confirming electronic copies of
documents submitted in paper pursuant to a hardship exemption as
provided by Rule 201 or Rule 202(d) of Regulation S-T (Sec. 232.201
or Sec. 232.202(d) of this chapter).
* * * * *
PART 240--GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF
1934
30. 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, 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.
* * * * *
31. By amending Sec. 240.0-1 by revising paragraph (a)(5) to read
as follows:
Sec. 240.0-1 Definitions.
(a) * * *
(5) The term electronic filer means a person or an entity that
submits filings electronically pursuant to Rules 100 and 101 of
Regulation S-T (Secs. 232.100 and 232.101 of this chapter,
respectively).
* * * * *
32. By amending Sec. 240.13d-2 by revising paragraph (c) to read as
follows:
Sec. 240.13d-2 Filing of amendment to Schedule 13D or 13G.
* * * * *
(c) The first electronic amendment to a paper format Schedule 13D
(Sec. 240.13d-101 of this chapter) or Schedule 13G (Sec. 240.13d-102 of
this chapter) shall restate the entire text of the Schedule 13D or 13G,
but previously filed paper exhibits to such Schedules are not required
to be restated electronically. See Rule 102 of Regulation S-T
(Sec. 232.102 of this chapter) regarding amendments to exhibits
previously filed in paper format. Notwithstanding the foregoing, if the
sole purpose of filing the first electronic Schedule 13D or 13G
amendment is to report a change in beneficial ownership that would
terminate the filer's obligation to report, the amendment need not
include a restatement of the entire text of the Schedule being amended.
* * * * *
33. By amending Sec. 240.13-4 by revising the last sentence of
paragraph (f)(12) to read as follows:
Sec. 240.13e-4 Tender offers by issuers.
* * * * *
(f) * * *
(12) * * * If such documents were filed in paper pursuant to a
hardship exemption (see Sec. 232.201 and Sec. 232.202 of this chapter),
the minimum offering periods shall be tolled for any period during
which a required confirming electronic copy of such Schedule and tender
offer material is delinquent.
* * * * *
34. By amending Sec. 240.14a-101 by adding a sentence to the end of
Note D.4. after the cover page to read as follows:
Sec. 240.14a-101 Schedule 14A. Information required in proxy
statement.
SCHEDULE 14A INFORMATION:
* * * * *
Notes:
* * * * *
D. * * *
4. Electronic Filings. * * * This provision shall not apply to
registered investment companies.
* * * * *
35. By amending Sec. 240.14e-1 by revising paragraph (e) to read as
follows:
Sec. 240.14e-1 Unlawful tender offer practices.
* * * * *
(e) The periods of time required by paragraphs (a) and (b) of this
section shall be tolled for any period during which the bidder has
failed to file in electronic format, absent a hardship exemption
(Secs. 232.201 and 232.202 of this chapter), the Schedule 14D-1 Tender
Offer Statement (Sec. 240.14d-100 of this chapter), any tender offer
material specified in paragraph (a) of Item 11 of that Schedule, and
any amendments thereto. If such documents were filed in paper pursuant
to a hardship exemption (see Sec. 232.201 and Sec. 232.202(d) of this
chapter), the minimum offering periods shall be tolled for any period
during which a required confirming electronic copy of such Schedule and
tender offer material is delinquent.
PART 260--GENERAL RULES AND REGULATIONS, TRUST INDENTURE ACT OF
1939
36. The authority citation for Part 260 continues to read as
follows:
Authority: 15 U.S.C. 77eee, 77ggg, 77nnn, 77sss, 78ll(d), 80b-3,
80b-4, and 80b-11.
37. By amending Sec. 260.0-2 by revising paragraph (g) to read as
follows:
Sec. 260.0-2 Definitions of terms used in the rules and regulations.
* * * * *
(g) Electronic filer. The term electronic filer means a person or
an entity that submits filings electronically pursuant to Rules 100 and
101 of Regulation S-T (Secs. 232.100 and 232.101 of this chapter,
respectively).
* * * * *
Dated: July 1, 1997.
By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-17660 Filed 7-7-97; 8:45 am]
BILLING CODE 8010-01-P
