[Federal Register Volume 68, Number 120 (Monday, June 23, 2003)]
[Notices]
[Pages 37179-37180]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 03-15769]
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SECURITIES AND EXCHANGE COMMISSION
[Release Nos. 33-8241, 34-48039, 35-27687, IC-26078; File No. S7-52-02]
RIN 3235-AI26
Mandated Electronic Filing and Web Site Posting for Forms 3, 4
and 5
AGENCY: Securities and Exchange Commission.
ACTION: Notice of OMB approval of collections of information.
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SUMMARY: The Commission adopted, on May 7, 2003, rule and form
amendments to mandate the electronic filing, and website posting by
issuers with corporate websites, of beneficial ownership reports filed
by officers, directors and principal security holders (collectively,
``insiders'') under section 16(a) of the Securities Exchange Act of
1934, generally as required by Section 403 of the Sarbanes-Oxley Act of
2002. The Commission has implemented changes to the EDGAR system in
order to facilitate electronic filing. In addition, the Commission also
adopted rule changes to eliminate magnetic cartridges as a means of
electronic filing. The Commission expected certain provisions of the
amendments, as proposed, to change existing ``collection of
information'' requirements within the meaning of the Paperwork
Reduction Act of 1995 (44 U.S.C. 3501 et seq.) for Forms ID, SE, TH and
ET. The Commission submitted its proposed revisions to the collection
of information requirements imposed by these forms to the Office of
Management and Budget (``OMB'') for review. OMB has approved the
revised collection of information requirements.
DATES: The effective date of the amendments is June 30, 2003.
FOR FURTHER INFORMATION CONTACT: Mark W. Green, Senior Special Counsel
(Regulatory Policy), at (202) 942-1940, Division of Corporation
Finance, U.S. Securities and Exchange Commission, 450 Fifth Street,
NW., Washington, DC 20459-0301.
SUPPLEMENTARY INFORMATION:
I. Amendments to Rules and Forms Relating to Electronic Filing and Web
Site Posting
On May 7, 2003,\1\ the Commission adopted amendments that revise
Rules 13,\2\ 101,\3\ 104 \4\ and 201 \5\ under Regulation S-T \6\ and
Rule 16a-3(h) \7\ and Forms 3, 4 and 5 \8\ under the Securities
Exchange Act of 1934 (``Exchange Act'').\9\ The Commission also adopted
an amendment that adds new Rule 16a-3(k) under the Exchange Act.
Finally, the Commission adopted amendments that rescind Form ET \10\
and revise Rule 12 of Regulation S-T,\11\ Rule 110 \12\ under the
Securities Act of 1933 (``Securities Act''),\13\ the description of
Form 144 contained in the Code of Federal Regulations,\14\ Rule 0-2
\15\ under the Exchange Act, Rule 21 \16\ under the Public Utility
Holding Company Act of 1935 (``Public Utility Act''),\17\ and Rule 0-5
\18\ under the Trust Indenture Act of 1939 (``Trust Indenture
Act'').\19\ The amendments mandate the electronic filing, and website
posting by issuers with corporate websites, of
[[Page 37180]]
Section 16 reports filed by insiders. The amendments also eliminate
magnetic cartridges as a means of electronic filing.
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\1\ The Commission adopted the amendments in Release No. 33-8230
[68 FR 25788] (May 13, 2003) (``Adopting Release'').
\2\ 17 CFR 232.13.
\3\ 17 CFR 232.101.
\4\ 17 CFR 232.104.
\5\ 17 CFR 232.201.
\6\ 17 CFR 232.10 et seq.
\7\ 17 CFR 240.16a-3(h).
\8\ 17 CFR 249.103, 249.104 and 249.105. Forms 3 and 4 also are
authorized under the Investment Company Act of 1940 (``Investment
Company Act'') [15 U.S.C. 80a-1 et seq.] under 17 CFR 274.202 and
274.203.
\9\ 15 U.S.C. 78 et seq.
\10\ 17 CFR 239.62, 249.445, 259.601, 269.6 and 274.401.
\11\ 17 CFR 232.12.
\12\ 17 CFR 230.110.
\13\ 15 U.S.C. 77a et seq.
\14\ 17 CFR 239.144.
\15\ 17 CFR 240.0-2.
\16\ 17 CFR 250.21.
\17\ 15 U.S.C. 79a et seq.
\18\ 17 CFR 260.0-5.
\19\ 15 U.S.C. 77aaa et seq.
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II. Collection of Information Requirements
The Commission expected certain provisions of the amendments, as
proposed,\20\ to change ``collection of information'' requirements
within the meaning of the Paperwork Reduction Act of 1995 \21\ for
Forms ID,\22\ SE,\23\ TH \24\ and ET. In proposing the amendments, the
Commission estimated the resulting burden hours for these collection of
information requirements and solicited comments on the collection of
information requirements and the burden estimate. The Commission
submitted the proposed revisions to these collection of information
requirements to OMB for review as required by 44 U.S.C. 3507 and 5 CFR
1320.11. The Commission did not receive any comments on the collection
of information requirements.
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\20\ The Commission proposed the amendments in Release No. 33-
8170 (Dec. 27, 2002) [67 FR 79466].
\21\ 44 U.S.C. 3501 et seq.
\22\ 17 CFR 239.63, 249.446, 259.602, 269.7 and 274.402.
\23\ 17 CFR 239.64, 249.444, 259.603, 269.8 and 274.403.
\24\ 17 CFR 239.65, 249.447, 259.604 and 269.10.
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The intended general effect of mandating electronic filing and
website posting is to facilitate compliance with the will of Congress,
as reflected in section 16(a),\25\ and to facilitate the more efficient
transmission, dissemination, analysis, storage and retrieval of insider
ownership and transaction information in a manner that will benefit
investors, filers and the Commission.\26\ The Commission expected the
amendments, as proposed, to increase the collection of information
burden of Forms ID, SE and TH and the revisions to these collections of
information submitted to OMB for these forms reflected this
expectation. The changes made to the proposed amendments prior to
adoption did not affect the estimates for Forms ID (new total 29,520
hours) and SE (new total 78 hours). As discussed further below,
however, the changes reduced the estimate for Form TH.
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\25\ 15 U.S.C. 78p(a) (as amended by the Sarbanes-Oxley Act of
2002 (``Sarbanes-Oxley Act'') [Pub. L. No. 107-204, 116 Stat. 745]).
\26\ The purpose of eliminating Form ET is to eliminate the
transmittal form for magnetic cartridge transmissions that no longer
will be permitted due to the minimal number of filers that use
magnetic cartridges as a transmission medium. Consistent with the
proposal to eliminate Form ET, the Commission asked OMB to eliminate
the collection of information requirements previously approved for
the form.
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Form ID is used by registrants, individuals, third party filers or
their agents to request the assignment of access codes that permit the
electronic filing of securities documents on the Commission's
Electronic Data Gathering, Analysis and Retrieval System (``EDGAR'').
The Commission expects the amendments to increase the collection of
information burden of Form ID by causing additional respondents to file
a Form ID as a result of initially being subject to the mandated filing
rules and by causing additional respondents to file a Form ID each year
on a recurrent basis.
Form SE is used by an EDGAR filer when submitting paper format
exhibits either under a hardship exemption under Regulation S-T Rules
201 and 202 \27\ or as otherwise allowed by Regulation S-T. The
information provided on a Form SE primarily identifies each paper
format exhibit submitted. A Form SE filer must also submit the required
number of copies of each paper format exhibit. The Commission expects
the amendments to increase the collection of information burden of Form
SE by causing a small number of additional respondents to file a Form
SE. As described further in the Adopting Release, Rule 201's temporary
hardship exemption from electronic filing will not be available to
Section 16 reports and it is highly unlikely that Rule 202's continuing
hardship exemption will be available, but filing date adjustments under
Regulation S-T Rule 13(b) \28\ will be available under the same
circumstances a temporary hardship exemption would have been available.
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\27\ 17 CFR 232.202.
\28\ 17 CFR 232.13(b).
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Form TH is used by an EDGAR filer to give notice that it claims a
temporary hardship exemption under Rule 201. A filer must submit the
Form TH along with the required number of copies of the paper format
securities document. The information provided on Form TH enables the
Commission to determine whether the filer's circumstances justify the
grant of a temporary hardship exemption. The Commission expected the
proposed amendments to increase the collection of information burden of
Form TH by causing a small number of additional respondents to file a
Form TH. That expectation, however, was based on the assumption that
the temporary hardship exemption would be available to section 16
reports. As noted above, however, the amendments, as adopted, make the
temporary hardship exemption unavailable to section 16 reports. As a
result, the amendments will not cause additional respondents to file a
Form TH. The Commission has submitted additional documentation to OMB
to reflect that the amendments will not affect the collection of
information burden imposed by Form TH (which returns to 23 hours).
On May 22, 2003, OMB approved the revised collections of
information imposed by Forms ID, SE and TH (OMB Control Nos. 3235-0328,
3235-0327 and 3235-0425, respectively). The amendments were adopted
under the Securities Act, the Exchange Act, the Public Utility Act, the
Trust Indenture Act, the Investment Company Act and the Sarbanes-Oxley
Act. An agency may not conduct or sponsor, and a person is not required
to respond to, a collection of information unless it displays a
currently valid control number. The Commission is providing this Notice
to inform the public that the Commission has received OMB approval for
these revised collections.
Dated: June 17, 2003.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 03-15769 Filed 6-20-03; 8:45 am]
BILLING CODE 8010-01-P