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`Electronic Filing and the EDGAR System:
`A Regulatory Overview
`
`An outline of the SEC-'s EDGAR rules as applied to filings processed
`by the Divisions of Corporation Finance and Investment
`Management
`
`Updated by:
`
`- Ruth Armfield Sanders, Senior Special Counsel, Division of
`Investment Management
`- Shasviat K. Das, Senior Counsel, Division oi Investment 'l‘rlanagement
`- Mauri L. Dsheroff, Associate Director [Regulatory Policy), Division of
`Corporation Finance
`
`May 3'9, 2982 H
`
`'I1'Ie Securities and Exchange Commission disclaims responsibility for any
`private publication or statement of any of its employees. This outline Iwas
`prepared by members of the stafi of the Divisions of Corporation Finance
`and Investment Management and does not necessarily rep rEent the
`views of the Commission, the Commissioners, or other members of the
`staff.
`
`111is outline was prepared by employeE of the .9ch rities and Exchange
`Commission as an aid to those who are subject to mandated electronic
`filing. The outline is available to the public at large and may be
`reproduced without restriction or charge by any party at any time.
`
`Electronic Filing and the EDGAR System: A Regulatory Overview
`
`in early 1-993, the Commission began to mandate electronic filings through
`its. Elecls'onic Data Gathering, Analysis, and Retrieval system, EDGAR. This
`system is intended to benefit electronic filers, enhance the speed and
`efficiency of SEC processing. and maloe corporate and fine nciai information
`avaitable to investors, the Iiinancial community and others in a matter of
`minutes. Electronic dissemination generates more informed investor
`participation and more informed securities markets, The Commission
`awarded a contract to TRL'i', Inc, effective July 1. 1999. for the
`modernization of the EDGAR system.
`
`A. Chronology of EDGAR Releases
`
`The Commission began deveioping an electronic disciosure system in 1983.
`Ely the fall of 1984, a pilot system was opened For volunteers filing with
`both the Division of Corporation Finance and the Division of Investment
`Management. Dn July 15, 1992, the operational EDGAR system was made
`available to those Fiiers. still on a voluntary basis.
`
`Cn February 23, 1993*, the Commission issued iour releases adopting rules.
`on an interim basis, that required filers to file electronically, by direct
`transmission, diskette. or magnetic tape, most documents processed by the
`Divisions of Corporation Finance and Investment Management. The
`foilowing releases also contained phase-in schedules to bring fiiers onto the
`EDGAR system, a process that began on April 26-, 1.993:
`
`- Release No. 33- 89?? [explaining the EDGAR system generally and
`setting forth Irules and procedures that apply to electronic
`submissions processed by the Division of Corporation Finance and in
`some casE, to those processed by Hoe Division of Investment
`Management}
`
`- Release No. HIE-19284 [adopting rules specific to electronic
`submissions made by investment companies under the Investment
`Company Act of 1.948 and institutional investment managers under
`
`AMN1060
`lPR Of Patent NO. 7,919,499
`
`AMN1060
`IPR of Patent No. 7,919,499
`
`

`

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`.c. ‘.‘aiandased. Exciuded and Permitted Eiectrooic Submissions
`
`Rules 100 and 1.01 of Regulation S-T require Filers, with certain exceptions,
`to submit electronically all documents, including Filings. correspondence,
`and supplemental information, sutI mitted' by or relating to registrants under
`the Securities Act, the Exchange Act, the Public Utility Holding Company
`Act, the Trust Ind enture Act. and the Investment Company Act.
`
`Foreign private issuers and Iforeign governments currently may file
`electronically on a voluntary basis, but as of November 4, 2002, they must
`make their filings on EDGAR. See Release No. 33-3095" [May 14. 2002:] and
`No. 1:1 below.
`
`Except as noted below, the eiectronic filing requirement also applies to third
`party filings, whether the filings are made by business entities or
`individuals. For example, the Folio-Ming kinds oF Fiiings must be made on
`EDGAR, absent a hardship exemption: proxy materials [whether or not filed
`by the company}, tender offer materials, Forms 13F. and or Schedules
`13DfG.
`
`The Commission will not accept in paper 'Format filings required to be
`submitted electronically, absent a hardship exemption. [See Rule 14 of
`Regulation E-TJ It the statF inadyertentdy accepts a paper filing not
`permitted by the EDGAR rules, the filer is subject to certain penalties:
`ineligibility to use Securities Act Forms incorporating by reFere nce Exchange
`Act reports', inability to incorporate the paper Filing by reference [Rule 303
`pl: Regulation S-T'j; and tolling orr certain tender otter dates.
`
`Some documents may not he Filed on EDGAR. Among the document;= that
`are excluded are: confidential treatment applications} interpretive, no-
`action and exemptiye requests,- filings pertaining to Regulation A and most
`other oFt'erings exempt irorn .Securities Act registration; shareholder
`proposal Filings:- Filings under Section '85} oF the Investment Company Act
`[except Forms ti-SF and applications For deregistration filed under
`Investment Company Act Rule 0-2}: inyestment company fidelity bonds and
`related documents', and litigation materials filed under Section 33 of the
`Investment Company Act. For now, filers must submit these documents in
`paper. lCorporation finance filers also may submit interpretive and no-action
`requests by e- mail.
`
`Public utility holding company filers must file in paper. under cover oF Form
`SE, their annual reporE to security holders submitted under the Public
`Utility Holding Company Act and certain reports and exhibits.
`
`Electronic Filers should exercise special care when submitting docume nE or
`parts oF documents that are the subject of a oonFidential treatment request,
`including preliminary proxy materials relating to business combinations that
`the Commission may give confidential treatment it: marked‘ approp riateiy JFor
`such treatment under the proxy rules. Fiiers must submit these documents
`in paper or they will become available to the public immediately upon
`acceptance.
`'rL- 1-i___'.__:__ ____'.|._ L..J. J _____J. _____ '.__
`
`.H______J.:__ 1':_____ £:I___ ;_
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`lPR Of Patent NO. 7,919,499
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`IPR of Patent No. 7,919,499
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