[Federal Register Volume 74, Number 72 (Thursday, April 16, 2009)]
[Rules and Regulations]
[Pages 17595-17597]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E9-8589]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Part 232

[Release Nos. 33-9022; 34-59728; 39-2464; IC-28691]


Adoption of Updated EDGAR Filer Manual

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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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 update EDGAR to 
support the potential rule where domestic and foreign large accelerated 
filers that use U.S. Generally Accepted Accounting Principles (GAAP) 
would provide to the Commission a new exhibit to their filings for 
their reporting periods that end as per the details specified in the 
final eXtensible Business Reporting Language (XBRL) rule. The revisions 
to the Filer Manual reflect changes within Volume II entitled EDGAR 
Filer Manual, Volume II: ``EDGAR Filing,'' Version 10 (December 2008). 
The updated manual

[[Page 17596]]

will be incorporated by reference into the Code of Federal Regulations.

DATES: Effective Date: April 16, 2009. The incorporation by reference 
of the EDGAR Filer Manual is approved by the Director of the Federal 
Register as of April 16, 2009.

FOR FURTHER INFORMATION CONTACT: In the Office of Information 
Technology, Rick Heroux, at (202) 551-8800; in the Office of 
Interactive Disclosure for questions concerning the XBRL mandate 
contact Jeffrey Naumann, Assistant Director of the Office of 
Interactive Disclosure, at (202) 551-5352; in the Division of 
Corporation Finance for questions regarding rescinded form types and 
Form D screen changes contact Gerry Laporte, Chief, Office of Small 
Business Policy, at (202) 551-3465, the addition of submission form 
types SH-ER, SH-ER/A, SH-NT, and SH-NT/A, contact Nicholas P. Panos, 
Office of Mergers and Acquisitions, Senior Special Counsel, at (202) 
551-3266, and changes to 8-K item descriptions, contact Cecile Peters, 
Office of Information Technology, Office Chief, at (202) 551-8135; and 
in the Division of Trading and Markets for the addition of FINRA and 
ARCA as new Self-Regulatory Organizations (SRO) and Thrift Supervision 
(OTS) as a new Appropriate Regulatory Agency (ARA) contact Carol 
Charnock, Regulation Specialist, at (202) 551-5542.

SUPPLEMENTARY INFORMATION: Today we are adopting an updated EDGAR Filer 
Manual, 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\ and the Online Forms/XML Web site.
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    \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 24, 2008. See Release No. 33-8956 
(September 18, 2008) [73 FR 54943].
    \2\ This is the filer assistance software we provide filers 
filing on the EDGAR system.
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    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 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\
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    \3\ See Rule 301 of Regulation S-T (17 CFR 232.301).
    \4\ See Release No. 33-8956 (September 18, 2008) [73 FR 54943] 
in which we implemented EDGAR Release 9.13. For a complete history 
of Filer Manual rules, please see the cites therein.
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    In support of the potential rule regarding filing using XBRL and 
the other revisions being made, the EDGAR system is scheduled to be 
upgraded to Release 9.14 on December 15, 2008. Specifically for XBRL 
support, EDGARLink is being updated to allow domestic and foreign large 
accelerated filers that use U.S. Generally Accepted Accounting 
Principles (GAAP) to provide to the Commission a new exhibit to their 
filings for their reporting periods that end as per the details 
specified in the final eXtensible Business Reporting Language (XBRL) 
rule. All filings submitted to EDGAR must use the US GAAP 1.0 Final 
taxonomy. As part of this update, EDGAR will be performing a set of 
custom XBRL validation rules. Should a filing violate one of these 
rules, EDGAR will notify the filer. Submissions using the ICI 
taxonomies \5\ and older versions of US GAAP taxonomy will not be 
validated using these additional rules.
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    \5\ The Commission also proposed to tag mutual fund risk/return 
summaries using XBRL. See Interactive Data for Mutual Fund Risk/
Return Summary (Proposing Release No. 33-8929). We are not proposing 
changes to the EDGAR Filer Manual for the mutual fund XBRL rule at 
this time, because it is anticipated that compliance with the rules 
will not be required until 2010. The EDGAR Filer Manual will be 
updated, to the extent necessary, before the compliance date for the 
mutual fund XBRL rule.
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    EDGARLink submission templates 1 and 3 are also being updated to 
remove submission form types 10SB12B, 10SB12B/A, 10SB12G, 10SB12G/A, 
10QSB, 10QSB/A, SB-1, SB-1/A, SB-1MEF, SB-2, SB-2/A, and SB-2MEF, 
implementing the Commission's elimination of Forms SB-1, SB-2, 10-SB, 
10-QSB, and 10-KSB in Release No. 33-8876 (Dec. 19, 2007). EDGARLink 
submission template 3 was previously updated to add submission form 
types SH-ER, SH-ER/A, SH-NT, and SH-NT/A. It is highly recommended that 
filers download, install, and use the new EDGARLink software and 
submission templates to ensure that submissions will be processed 
successfully. Previous versions of the templates may not work properly. 
Notice of the update has previously been provided on the EDGAR Filing 
Web site and on the Commission's public Web site. The discrete updates 
are reflected on the EDGAR Filing Web site and in the updated Filer 
Manual, Volume II.
    The Commission will change the 8-K item 2.04 and 5.02 descriptions 
for submission form types 8-K, 8-K/A, 8-K12B, 8-K12B/A, 8-K12G3, 8-
K12G3/A, 8-K15D5, and 8-K15D5/A. Item 2.04 will be called ``Triggering 
Events That Accelerate or Increase a Direct Financial Obligation or an 
Obligation-under an Off-Balance Sheet Arrangement.'' Item 5.02 will be 
called ``Departure of Directors or Certain Officers; Election of 
Directors; Appointment of Certain Officers; Compensatory Arrangements 
of Certain Officers.''
    Some Form D screen elements and Form D functionality will be 
updated. The Form D online application can be accessed from the EDGAR 
OnlineForms/XML Web site (https://www.onlineforms.edgarfiling.sec.gov) 
by logging in and selecting the ``File Form D'' link. Filers can also 
log in by clicking the ``Would you like to File a Form D?'' link from 
the EDGAR Portal Web site (http://www.portal.edgarfiling.sec.gov). The 
changes will be as follows:
    The Form D-OMB Approval information will be corrected to reflect 
the estimated average burden hours per response to be 4.0.
    <bullet> The ``Accept'' and ``Decline'' buttons on the signature 
page will be removed. When a filer clicks the Submit button, each 
issuer identified is acknowledging that the contents of the filing are 
true.
    <bullet> The menu on the left side of the Form D screen will be 
updated from ``FORM D SECTIONS'' to ``FORM D ITEMS.''
    <bullet> Item 7--``Type of Filing'' will be updated so that the 
``Date of First Sale'' will be enabled when the filing is an amendment 
of a previous filing.
    <bullet> Item 6 and Item 9: A warning message will appear when a 
filer un-checks ``Pooled Investment Fund.'' Pooled Investment Fund will 
be automatically checked by the system in Item 9 when the filer selects 
Investment Company Act Section 3(c) in Item 6.
    <bullet> The Print screen, Form Description box will be updated to 
reflect that Form D is entitled ``Notice of Exempt Offering of 
Securities.''
    The SRO options list in EDGARLink submission template 1, 2, and 3 
will be updated to include FINRA and ARCA.
    The EDGARLite Form TA-2 (Annual Report of Transfer Agent activities 
filed pursuant to the Securities Exchange Act of 1934) is being updated 
to add the ``Office of Thrift Supervision'' to the option list of 
Appropriate Regulatory Agency (ARA). Validations associated with ARA 
value and the registrants file number will be added for the ``Office of 
Thrift Supervision'' such that the file number prefix must be ``085-'' 
and file number sequence number must be

[[Page 17597]]

between 10000 and 14999. In addition, the validation for the 
``Comptroller of the Currency'' will be modified such that the file 
number prefix must begin with ``085'' and have a sequence number 
between 10000 and 14999.
    The EDGARLite Form TA-W (Notice of Withdrawal from Registration as 
Transfer Agent) OMB expiration date displayed will be corrected to be 
``July 30, 2011.''
    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 1520, 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. You may 
also obtain copies from Thomson Financial, the paper document 
contractor for the Commission, at (800) 638-8241.
    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.
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    \6\ 5 U.S.C. 553(b).
    \7\ 5 U.S.C. 601-612.
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    The effective date for the updated Filer Manual and the rule 
amendments is April 16, 2009. 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 9.14 is scheduled to become available on December 15, 2008. 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.
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    \8\ 5 U.S.C. 553(d)(3).
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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\
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    \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.
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List of Subjects in 17 CFR Part 232

    Incorporation by reference, Reporting and recordkeeping 
requirements, Securities.

Text of the Amendment

0
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 5 (September 2008). The requirements for filing 
on EDGAR are set forth in the updated EDGAR Filer Manual, Volume II: 
``EDGAR Filing,'' Version 10 (December 2008). 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 1520, 
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.

    Dated: April 8, 2009.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-8589 Filed 4-15-09; 8:45 am]
BILLING CODE 8010-02-P