[Federal Register Volume 76, Number 7 (Tuesday, January 11, 2011)]
[Rules and Regulations]
[Pages 1514-1516]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2011-378]
=======================================================================
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
17 CFR Part 232
[Release Nos. 33-9169; 34-63646, 39-2473, IC-29547]
Adoption of Updated EDGAR Filer Manual
AGENCY: Securities and Exchange Commission.
ACTION: Final rule.
-----------------------------------------------------------------------
SUMMARY: The Securities and Exchange Commission (the Commission) is
adopting revisions to the Electronic Data Gathering, Analysis, and
Retrieval System (EDGAR) Filer Manual to reflect updates to the EDGAR
system. The revisions are being made primarily to implement the new
EDGARLink Online Application which will allow filers to submit
EDGARLink submission form types online without the use of the offline
EDGARLink Tool, to support the electronic filing of submission form
types ABS 15G, ABS 15G/A, a new Form 8-K Item 6.10, and to support
minor changes in XBRL validations for filings containing Exhibit 101
attachments. The EDGAR system is scheduled to be upgraded to support
this functionality on December 13, 2010.
The filer manual is also being revised to address changes
previously made in EDGAR to support the electronic filing of new
submission form types SC 14N, SC 14N/A, SC 14N-S, SC 14N-S/A, and the
new Form 8-K Item 5.08.
The revisions to the Filer Manual reflect changes within Volume I
entitled EDGAR Filer Manual, Volume I: ``General Information,'' Version
9 (December 2010) and Volume II entitled EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 16 (December 2010). The updated manual will
be incorporated by reference into the Code of Federal Regulations.
DATES: January 11, 2011. The incorporation by reference of the EDGAR
Filer Manual is approved by the Director of the Federal Register as of
January 11, 2011.
FOR FURTHER INFORMATION CONTACT: In the Division of Corporation
Finance, for questions concerning submission form types ABS 15G, ABS
15G/A, SC 14N, SC 14N/A, SC 14N-S, SC 14N-S/A, Form 8-K Item 5.08 and
Item 6.10 contact Cecile Peters, Chief, Office of Information
Technology, at (202) 551-3600; in the Office of Interactive Disclosure
for questions concerning XBRL validation requirements contact Jeffrey
Naumann, Assistant Director of the Office of Interactive Disclosure, at
(202) 551-5352; and in the Office of Information Technology, contact
Rick Heroux, at (202) 551-8800.
SUPPLEMENTARY INFORMATION: We are adopting an updated EDGAR Filer
Manual, Volume I and Volume II. The Filer Manual describes the
technical formatting requirements for the preparation and submission of
electronic filings through the EDGAR system.\1\ It also describes the
requirements for filing using EDGARLink \2\, EDGARLink Online, and the
Online Forms/XML Web site.
---------------------------------------------------------------------------
\1\ We originally adopted the Filer Manual on April 1, 1993,
with an effective date of April 26, 1993. Release No. 33-6986 (April
1, 1993) [58 FR 18638]. We implemented the most recent update to the
Filer Manual on September 15, 2010. See Release No. 33-9140
(September 9, 2010) [75 FR 55965].
\2\ This is the filer assistance software we provide filers
filing on the EDGAR system.
---------------------------------------------------------------------------
The Filer Manual contains all the technical specifications for
filers to submit filings using the EDGAR system. Filers must comply
with the applicable provisions of the Filer Manual in order
[[Page 1515]]
to assure the timely acceptance and processing of filings made in
electronic format.\3\ Filers may consult the Filer Manual in
conjunction with our rules governing mandated electronic filing when
preparing documents for electronic submission.\4\
---------------------------------------------------------------------------
\3\ See Rule 301 of Regulation S-T (17 CFR 232.301).
\4\ See Release No. 33-9140 (September 9, 2010) [75 FR 55965] in
which we implemented EDGAR Release 10.3. For a additional history of
Filer Manual rules, please see the cites therein.
---------------------------------------------------------------------------
The EDGAR system will be upgraded to Release 10.4 on December 13,
2010 and will introduce a new EDGARLink Online Application (EDGARLink
Online) to allow filers to submit EDGARLink submission form types
online, without the use of the offline EDGARLink Tool. EDGARLink Online
can be accessed from the EDGAR Filing Web site (https://www.edgarfiling.sec.gov), by selecting the ``EDGARLink Online
Submissions'' or by clicking the ``Are you an EDGARLink filer or would
you like to create a new Asset-Backed Securities Issuing Entity?'' link
from the EDGAR Portal Web site (http://www.portal.edgarfiling.sec.gov).
The existing offline EDGARLink Tool and the associated Templates 1-6
will continue to be available. A new chapter, ``Preparing and
Transmitting EDGARLink Online Submissions'', has been added to Volume
II of the EDGAR Filer Manual to guide filers through the filing process
using the new tool.
Submission type ABS 15G \5\ and its amendment will be available on
EDGARLink Online only.
---------------------------------------------------------------------------
\5\ See Proposing Release No. 33-9148, Disclosure for Asset-
Backed Securities Required by Section 943 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act.
---------------------------------------------------------------------------
A new 8-K Item 6.10 (Alternative Filings of Asset-Backed Issuers)
will be available on EDGARLink Submission Template 3 and
EDGARLink Online for submission form types 8-K and 8-K/A. Item 6.10
requires a PDF attachment to be included as Exhibit 99.
In addition, the validation rules processed for filings containing
EX-101.INS XBRL documents will be changed to remove restrictions to
allow domain items to be abstract and to allow footnoteArc elements to
omit the order attribute. The validations were relaxed for EX-101.INS
XBRL documents to allow a Discoverable Taxonomy Set (DTS) that has type
declarations in any standard international or US namespace, to allow
internationally recommended type and role declarations to be used in
its DTS, and for documents whose DTS has arc role declarations to allow
the link:footnoteArc element to have an arcrole that is either standard
or is declared in a standard taxonomy schema. Additional validations
were added for EX-101.INS XBRL documents to require a DTS that has type
declarations in any standard international or US namespace to enforce
restrictions on combinations of numeric data types and unit of measure
declarations according to internationally recommended and US-specific
data types registry.
The filer manual is also being revised to address a changes made
previously in EDGAR to support new submission form types SC 14N, SC
14N-S and their amendments on both the offline EDGARLink Template
2 and EDGARLink Online and a new item in Form 8-K Item 5.08
(Shareholder Director Nominations) on both the offline EDGARLink
Template 3 and EDGARLink Online for submission form types 8-K,
8-K12B, 8-K12G3, 8-K15D5 and their amendments. However, the use of the
SC 14N, SC 14N-S and Form 8-K Item 5.08 is delayed until further
notice. See Order Rel. No. 33-9149 (Order Granting Stay) and Rel. No.
33-9151 (Notice of stay of effective and compliance dates) for more
information.
Along with adoption of the Filer Manual, we are amending Rule 301
of Regulation S-T to provide for the incorporation by reference into
the Code of Federal Regulations of today's revisions. This
incorporation by reference was approved by the Director of the Federal
Register in accordance with 5 U.S.C. 552(a) and 1 CFR part 51.
You may obtain paper copies of the updated Filer Manual at the
following address: Public Reference Room, U.S. Securities and Exchange
Commission, 100 F Street, NE., Room 1543, Washington DC 20549, on
official business days between the hours of 10 a.m. and 3 p.m. We will
post electronic format copies on the Commission's Web site; the address
for the Filer Manual is http://www.sec.gov/info/edgar.shtml.
Since the Filer Manual relates solely to agency procedures or
practice, publication for notice and comment is not required under the
Administrative Procedure Act (APA).\6\ It follows that the requirements
of the Regulatory Flexibility Act\7\ do not apply.
---------------------------------------------------------------------------
\6\ 5 U.S.C. 553(b).
\7\ 5 U.S.C. 601-612.
---------------------------------------------------------------------------
The effective date for the updated Filer Manual and the rule
amendments is January 11, 2011. In accordance with the APA,\8\ we find
that there is good cause to establish an effective date less than 30
days after publication of these rules. The EDGAR system upgrade to
Release 10.4 is scheduled to become available on December 13, 2010. The
Commission believes that establishing an effective date less than 30
days after publication of these rules is necessary to coordinate the
effectiveness of the updated Filer Manual with the system upgrade.
---------------------------------------------------------------------------
\8\ 5 U.S.C. 553(d)(3).
---------------------------------------------------------------------------
Statutory Basis
We are adopting the amendments to Regulation S-T under Sections 6,
7, 8, 10, and 19(a) of the Securities Act of 1933,\9\ Sections 3, 12,
13, 14, 15, 23, and 35A of the Securities Exchange Act of 1934,\10\
Section 319 of the Trust Indenture Act of 1939,\11\ and Sections 8, 30,
31, and 38 of the Investment Company Act of 1940.\12\
---------------------------------------------------------------------------
\9\ 15 U.S.C. 77f, 77g, 77h, 77j, and 77s(a).
\10\ 15 U.S.C. 78c, 78l, 78m, 78n, 78o, 78w, and 78ll.
\11\ 15 U.S.C. 77sss.
\12\ 15 U.S.C. 80a-8, 80a-29, 80a-30, and 80a-37.
---------------------------------------------------------------------------
List of Subjects in 17 CFR Part 232
Incorporation by reference, Reporting and recordkeeping
requirements, Securities.
Text of the Amendment
In accordance with the foregoing, Title 17, Chapter II of the Code
of Federal Regulations is amended as follows:
PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR
ELECTRONIC FILINGS
0
1. The authority citation for part 232 continues to read in part as
follows:
Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77z-3,
77sss(a), 78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll, 80a-6(c),
80a-8, 80a-29, 80a-30, 80a-37, and 7201 et seq.; and 18 U.S.C. 1350.
* * * * *
0
2. Section 232.301 is revised to read as follows:
Sec. 232.301 EDGAR Filer Manual.
Filers must prepare electronic filings in the manner prescribed by
the EDGAR Filer Manual, promulgated by the Commission, which sets out
the technical formatting requirements for electronic submissions. The
requirements for becoming an EDGAR Filer and updating company data are
set forth in the updated EDGAR Filer Manual, Volume I: ``General
Information,'' Version 9 (December 2010). The requirements for filing
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II:
``EDGAR Filing,'' Version 16 (December
[[Page 1516]]
2010). Additional provisions applicable to Form N-SAR filers are set
forth in the EDGAR Filer Manual, Volume III: ``N-SAR Supplement,''
Version 1 (September 2005). All of these provisions have been
incorporated by reference into the Code of Federal Regulations, which
action was approved by the Director of the Federal Register in
accordance with 5 U.S.C. 552(a) and 1 CFR part 51. You must comply with
these requirements in order for documents to be timely received and
accepted. You can obtain paper copies of the EDGAR Filer Manual from
the following address: Public Reference Room, U.S. Securities and
Exchange Commission, 100 F Street, NE., Room 1543, Washington, DC
20549, on official business days between the hours of 10 a.m and 3 p.m.
Electronic copies are available on the Commission's Web site. The
address for the Filer Manual is http://www.sec.gov/info/edgar.shtml.
You can also inspect the document at the National Archives and Records
Administration (NARA). For information on the availability of this
material at NARA, call 202-741-6030, or go to: http://www.archives.gov/federal_register/code_of_federal_regulations/ibr_locations.html.
By the Commission.
Dated: January 5, 2011.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-378 Filed 1-10-11; 8:45 am]
BILLING CODE 8011-01-P