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EDGAR Resources

The latest news from EDGAR and the SEC

SEC & EDGAR News

EDGARizer Update

(March 8, 2010) A new version of EDGARizer is now available for download. This latest release contains several enhancements designed to improve your filing experience and to comply with SEC EDGAR Release 10.0. EDGARizer users may access the download using their current username and password at http://downloads.EDGARfilings.com.

EDGARizerX Update

(February 8, 2010) A new version of EDGARizerX is now available for download. This release includes an update to comply with SEC EDGAR 10.0 as well as several new enhancements that will give you more control over your XBRL documents. To download the most up-to-date version, EDGARizerX users should log in with their current username and password at http://downloads.EDGARfilings.com.

Thomson Reuters Acquires CT Corporation's EDGAR Services and Software Business

We're pleased to announce that Thomson Reuters has acquired CT Corporation's EDGAR services and software business.

The business will be aligned with EDGARfilings, part of Westlaw Business and the leading provider of EDGAR filing solutions, serving thousands of financial, legal and corporate clients across the globe.

EDGARizer and EDGAR Ease+ Update

(December 17, 2009) We are pleased to announce that EDGARizer has been updated to comply with SEC EDGAR Release 9.18 as well as with several new enhancements designed to improve your filing experience. EDGARizer users may access the download using their current username and password at http://downloads.EDGARfilings.com.

A new version of EDGAR Ease+ that is compliant with SEC EDGAR Release 9.18 is also available for those users who have not yet migrated to the enhanced EDGARizer application. EDGAR Ease+ users may access the download using AutoUpdate, or by entering your CT Customer Number and Zip Code at www.edgarease.com/updates.

EDGARizerX Update

(October 23, 2009) Additional enhancements have been added to EDGARizerX. To download the most up-to-date version, EDGARizerX users should log in with their current username and password at http://downloads.EDGARfilings.com.

EDGARizerX Update

(October 6, 2009) A new version of EDGARizerX is now available for download. This latest release contains several new high-impact features that have been added to enhance your filing process and to comply with SEC EDGAR Release 9.17. EDGARizerX users may access the download using their current username and password at http://downloads.EDGARfilings.com.

EDGARizer and EDGAR Ease+ Update

(September 29, 2009) We are pleased to announce that EDGARizer has been updated with customer-requested enhancements as well as to comply with SEC EDGAR Release 9.17. EDGARizer users may access the download using their current username and password at www.EDGARfilings.com.

A new version of EDGAR Ease+ that is compliant with SEC EDGAR Release 9.17 is also available for those users who have not yet migrated to the enhanced EDGARizer application. EDGAR Ease+ users may access the download using AutoUpdate, or by entering your CT Customer Number and Zip Code at www.edgarease.com/updates.

EDGARizer and EDGAR Ease+ Update

(August 25, 2009) We are pleased to announce that EDGARizer and EDGAR Ease+ updates are now available for download.

EDGARizer users may access the download using their current username and password at www.EDGARfilings.com.

EDGAR Ease+ users may access the download at www.edgarease.com/updates. You may download your upgrade using AutoUpdate, or by entering your CT Customer Number and Zip Code on the secure download pages of www.edgarease.com/updates.

SEC Takes Steps to Curtail Abusive Short Sales and Increase Market Transparency

(July 27, 2009) Washington, D.C. — The Securities and Exchange Commission today announced several actions that would protect against abusive short sales and make more short sale information available to the public.

"Today's actions demonstrate the Commission's determination to address short selling abuses while at the same time increasing public disclosure of short selling activities that affect our markets," said SEC Chairman Mary Schapiro.

First, the Commission made permanent an interim final temporary rule, Rule 204T, that seeks to reduce the potential for abusive "naked" short selling in the securities market. The new rule, Rule 204, requires broker-dealers to promptly purchase or borrow securities to deliver on a short sale. The temporary rule, approved by the SEC in the fall of 2008, was set to expire on July 31.

Additional Materials
Rule 204: Amendments to Regulation SHO (Release No. 34-60388)
Second, the Commission and its staff are working together with several self-regulatory organizations (SRO) to make short sale volume and transaction data available through the SRO Web sites. This effort will result in a substantial increase over the amount of information presently required by another temporary rule, known as Temporary 10a-3T. That rule, which will expire on August 1, applies only to certain institutional money managers and does not require public disclosure.

The Press Release is availible in its entirety at http://www.sec.gov/news/press/2009/2009-172.htm.

EDGARizerX Update Available For Download

(July 21, 2009) EDGARizerX has been upgraded as follows:

  • Supports the 2009 XBRL US GAAP Taxonomy.
  • Added validation for new SEC specification.

EDGAR Release 9.16

(July 20, 2009) EDGAR was updated as follows:

  • Filers can now change their Investment Company Type (ICT) from the Series and Classes (Contracts) Information page.
  • Submission types SH-ER and SH-ER/A will be suspended if the Information Table contains an invalid CIK(s) or CUSIP(s).
  • EDGAR has been upgraded to support the 2009 XBRL US GAAP Taxonomy.
  • The US GAAP Beta 2.0 Taxonomy will no longer be supported and can no longer be referenced in EDGAR filings.
  • Both the Update Passphrase and Convert Paper Only Filer to Electronic Filer print screens now display "Printed Name of Signature" and "Title of Person Signing". Both of these are currently required on the paperwork that is required to be faxed to the SEC.
  • The Form D and D/A submissions now require the filer to provide a description if the entity type is "Other" for any Issuer.
  • Filers can now enter hundredths (e.g. .10) in Table I for the Price of Securities Acquired or Disposed of Forms 4 and 5.
Notice to Form 13F Filers: Do not include any part of your Form 13F filing in an EDGAR document type COVER or CORRESP. Form 13F must be submitted as one document and included in its entirety in one EDGAR document, either 13F-HR or 13F-HR/A as appropriate (COVER and CORRESP are used only for cover letters and correspondence).

EDGARizer Update Available For Download

(July 13, 2009) EDGARizer has been updated as follows:

  • EDGARizer's capacity to handle large submission files has been upgraded to comply with SEC's maximum file size limits.
  • The Convert Embedded Excel to Word Macro has been improved to support more types of formatting.

SEC Proposed Rules on Proxy Disclosure and Solicitation Enhancements

(July 13, 2009) The SEC is proposing amendments to its rules to enhance the compensation and corporate governance disclosures registrants are required to make about:

  • Their overall compensation policies and their impact on risk taking.
  • Stock and option awards of executives and directors.
  • Director and nominee qualifications and legal proceedings.
  • Company leadership structure.
  • The board's role in the risk management process.
  • Potential conflicts of interest of compensation consultants that advise companies.
The proposed amendments to disclosure rules would be applicable to proxy and information statements, annual reports and registration statements under the Securities Exchange Act of 1934, and registration statements under the Securities Act of 1933 as well as the Investment Company Act of 1940. The SEC is also proposing amendments to transfer from Forms 10-Q and 10-K to Form 8-K the requirement to disclose shareholder voting results. In addition, they are proposing amendments to proxy rules to clarify the manner in which they operate and address issues that have arisen in the proxy solicitation process. The Proposed Rule in its entirety is available at http://www.sec.gov/rules/proposed/2009/33-9052.pdf.

SEC Modifies Process for Obtaining EDGAR Filing Codes

(May 18, 2009) The SEC updated their EDGAR systems to Release 9.15.1.e.4.

The changes involved improving validation of Form SH-ER Information Table XML documents against the related XML specification and schema. As of May 18, the EDGAR system suspends SH-ER submissions if the XML documents submitted violate the schema. In addition, the EDGAR system now accepts Form SH-ER XML information tables containing short sale data provided for more than one CIK.

Form SH-ER XML Validation Changes

(March 16, 2009) On March 9, the SEC published Final Rule Release 33-9013 entitled "Attaching Authenticating Documents to Online Form ID". The publication of the rule was to announce that starting March 16, 2009, the Commission will allow applicants for EDGAR access codes using Form ID to submit their authenticating documents by attaching them to their online Form ID applications in Portable Document Format (PDF) as an alternative to submitting the documents by fax.

The final rule, which may be read in its entirety at http://www.sec.gov/rules/final/2009/33-9013.pdf, states:

"Today, we adopt amendments that allow Form ID applicants to submit their authenticating documents as PDF attachments to their online Form ID applications. This provides an alternative method to submitting the authenticating documents by fax. The use of a PDF attachment may provide a simpler and easier method for some applicants to submit their authenticating documents. Filers can use a fillable PDF version of Form ID available on the Commission's website to create and print the document. For Form ID applications with the authenticating documents attached, Commission staff will no longer have to match faxed authenticating documents manually with online submissions. This alternative method should enhance the processing efficiency of these Form ID applications. The amendments do not impose any new burdens or requirements on Form ID applicants or others."

The most current Form ID template is available at: http://www.sec.gov/about/forms/formid.pdf.

The new rule also states that Form ID applicants may continue to submit authenticating documents by fax if desired:
"The amendments do not impose any new "collection of information" within the meaning of the Paperwork Reduction Act of 1995, nor do they create any new filing, reporting, recordkeeping, or disclosure reporting requirements for Form ID filers. Compliance with the adopted amendments will be optional."

Because of the increased volume of requests for new or updated EDGAR access codes as a result of the mandated electronic filing of Form D, the SEC is providing an additional telephone line to use for submitting the notarized document required to accompany the electronic request. For more detailed information, please see the notice posted at: http://www.sec.gov/info/edgar/ednews/formiddocs.htm.

SEC Approves XBRL for Financial Reporting

(December 17, 2008) In an Open Meeting on December 17, 2008, the U.S. Securities and Exchange Commission (SEC) voted to require the filing of interactive data (XBRL) by public companies and mutual funds.

The SEC has stated that XBRL will increase the speed, accuracy and functionality of financial disclosure and lower costs for investors. Facts in XBRL documents are tagged which allows the financial information to be read like a bar code, making it easier to search on the Internet and more readable by spreadsheets and other software. Interactive data will allow investors to instantly find and compare financial information disclosed by companies and mutual funds in order to help them make investment decisions.

The mandate will take place over a three year phased-in schedule beginning in 2009. Companies who file using U.S. GAAP with a public float over $5 billion will be required to file with interactive data starting with their first quarterly report for fiscal periods ending on or after June 15, 2009. The remaining companies who file using U.S. GAAP will be required to file their documents in XBRL on a phased-in schedule over the next two years. By December 2011, all U.S. public companies will have filed their documents in XBRL.

Companies who choose to file their documents in XBRL prior to their required start date are able to do so.

Click here to read more...

Thomson Reuters Acquires EDGARfilings

(December 9, 2008) We're pleased to announce that EDGARfilings is now part of Thomson Reuters. The business will be aligned with Westlaw Business, a unit of West, the foremost provider of integrated information solutions, software and services to the U.S. legal market.

The combination of Westlaw Business and EDGARfilings products will provide our combined customers with unique drafting and filing capabilities unmatched in the industry and that exceed the capabilities we provide today as separate businesses.

Our service commitment will remain our highest priority throughout our transition and will be an area we will continue to invest in to achieve new levels of service performance on our customers' behalf. Customers can continue to turn to their account executives and other business contacts for information and service.

EDGARfilings will remain under the direction of Andrew Neblett, who will now report to Kevin Ritchey, senior vice president, Westlaw Business.

Both West and EDGARfilings are delighted by this new opportunity.

Alpha Natural Resources Among First U.S. Companies to Usher in New Era of XBRL Filing

EDGARizerX Software Credited With Company's Transition to XBRL

Jun 30, 2008 15:06 ETAlpha Natural Resources Among First U.S. Companies to Usher in New Era of XBRL Filing EDGARizerX Software Credited With Company's Transition to XBRL

HOUSTON, TX--(Marketwire - June 30, 2008) - Alpha Natural Resources didn't wait long to test the waters of the new US GAAP Taxonomy (UGT).

On June 23, the first day companies could file their XBRL documents using the new UGT, the supplier of high-quality Appalachian coal to electric utilities, steel producers and heavy industry became the first company to file its XBRL documents using the new US GAAP Taxonomy with the Securities and Exchange Commission (SEC).

Using EDGARfilings' EDGARizerX software, the most advanced tool available for filing XBRL compliant-instance documents with the SEC, Alpha Natural Resources is also the first company from the mining industry to begin filing XBRL with the SEC.

XBRL, or eXtensible Business Reporting Language, is a set of extensions developed for the electronic communication of business and financial data. A barcode for business reporting, XBRL converts financial information into a computer readable format.

Under a set of recently proposed rules, the SEC is considering requiring filers to start filing XBRL as early as January 2009. However, a number of companies are opting to file earlier in the year due in large part to XBRL's benefits.

"Our company embraced XBRL early on," says Ted Pile, Vice President of Communications and Corporate Affairs for Alpha Natural Resources. "The technology makes our financial information far more accessible, transparent and useful to investors and the public at large. Plus, by being an early adopter, we are able to meet the mandate of the SEC ahead of schedule without rushing to meet the upcoming filing deadlines."

Many other companies are jumping on the XBRL bandwagon, eager to stay ahead of the curve and comply before the impending deadline arrives, according to Andrew Neblett, chief executive officer of EDGARfilings.

"Implementing XBRL doesn't have to be as difficult as many companies perceive," he says. "Once an organization finds the solution that best fits its needs, the process is a smooth one."

Neblett says organizations are far less intimidated by the XBRL implementation process once they have an opportunity to work with the EDGARizerX product.

"Users will find EDGARfilings' EDGARizerX is the most advanced and easy-to-use XBRL software application on the market," he says. "Just like our EDGARizer software, EDGARizerX enables users to become proficient publishers of their own documents in no time at all."

About Alpha Natural Resources

Alpha Natural Resources is a leading supplier of high-quality Appalachian coal to electric utilities, steel producers and heavy industry. Approximately 89 percent of the company's reserve base is high Btu coal and 82 percent is low sulfur, qualities that are in high demand among electric utilities which use steam coal. Alpha is also one of the nation's largest producers and exporters of metallurgical coal, a key ingredient in steel manufacturing. Alpha and its subsidiaries currently operate mining complexes in four states, consisting of 57 mines feeding 11 coal preparation and blending plants. The company and its subsidiaries employ approximately 3,600 people.

About EDGARfilings

EDGARfilings is the leading provider of EDGAR filing solutions, serving thousands of financial, legal, accounting and corporate clients across the globe. EDGARfilings provides the quickest, easiest and most accurate way to file with the SEC. EDGARfilings' XBRL technology is the only solution that moves seamlessly from HTML to XBRL and files directly with the SEC. More Fortune 500 companies, law firms and printers trust their SEC compliance to EDGARfilings than any other provider.

For more information, visit www.EDGARfilings.com

FOR MORE INFORMATION: Jennifer Hulbert EDGARfilings, Ltd. ef-info@ThomsonReuters.com (713) 621-1897

SEC Releases Proposed Rules to Mandate XBRL Filing for Mutual Funds

The SEC released their XBRL rules that will require mutual funds to provide their risk/return summary information to the Commission and on their corporate Web sites in the eXtensible Business Reporting Language (XBRL) format. The full rules package can be viewed on-line at http://www.sec.gov/rules/proposed/2008/33-8929.pdf. Comments are due to the SEC by August 1, 2008. (May 30, 2008)

SEC Releases Proposed Rules to Mandate XBRL Filing for Public Companies

The SEC released their XBRL rules that will require companies to provide their financial statements to the Commission and on their corporate Web sites in the eXtensible Business Reporting Language (XBRL) format. The full rules package can be viewed on-line at http://www.sec.gov/rules/proposed/2008/33-8924.pdf. Comments are due to the SEC by August 1, 2008. (May 30, 2008)

SEC Votes Unanimously to Move XBRL Mandate Forward

The Securities Exchange Commission (SEC) voted unanimously today to move forward their long-awaited plan on mandating XBRL. Under the plan, all public companies in the United States could be required to file financial statements using XBRL technology within the next three years. This phased-in approach will require Large-Accelerated filers with a public float of $5 billion or more to comply early 2009 with the remaining public companies being phased in over the following 2 years.

With the exception of the first filing, all companies must file XBRL-tagged statements simultaneously with their HTML document. A 30-day grace period has been extended for the first filing only. XBRL will not replace ASCII or HTML but will be filed collectively with those filings.

The XBRL documents will be provided as exhibits to annual reports, quarterly reports and registration statements. This information must also be posted to companies’ websites. Specifically, the disclosures would include companies' primary financial statements, notes, and financial statement schedules. Initially, companies would tag notes and schedules as blocks of text, and a year later, they would provide tags for the details within the notes and schedules. Currently, companies are using the traditional GAAP taxonomies, but starting in June the SEC will allow the upgraded data tags issued April 28, 2008, by XBRL US, Inc., also known as the US GAAP Taxonomy (UGT) to be filed with the EDGAR system. SEC Release. (May 14, 2008)

EDGAR 9.10 Released May 5, 2008.

Changes in this release include the removal of rescinded EDGAR submission types – S-4EF/A, F-4EF/A, N-14AE, and N-14AE/A, as well as the addition to supported versions of XBRL Standard Taxonomies and inclusion of new link for US GAAP XBRL Taxonomies. (May 5, 2008)

SEC Announces New Fee Payment Instructions Effective Feb. 4, 2008

The U.S. Department of Treasury’s Financial Management Service has designated U.S. Bank of St. Louis, Missouri as the new Financial Agent for General Lockbox Services for the SEC. US Bank will take over this responsibility from Mellon Bank on February 4, 2008. All fee payments (wires and checks) must be submitted to US Bank on and after this date. No payments should be submitted to Mellon Bank after February 1, 2008. SEC Fedwire Instructions

XBRL® (eXtensible Business Reporting Language) is the XML-based global standard for the electronic communication of business and financial data. Chairman Cox has consistently advanced the concept of interactive data or XBRL as the primary means for efficient access, validation and analysis of financial data. The concept is to use interactive data and XBRL to help automate the EDGAR system by allowing investors and analysts to conduct real-time analysis of nearly 700,000 SEC filings each year, making filed data more readily available and useful.

The contracts announced were:

  1. EDGAR System Modernization and Maintenance — $48 million
  2. XBRL Code Writing for U.S. GAAP Financial Statements — $5.5 million
  3. Interactive Data Tools for Investors — $500,000

The first contract will allow the SEC to modernize the existing EDGAR system and allow it to use interactive data (XBRL). Before the SEC system can move to XBRL, the SEC must have a common set of codes so that all companies in different industries can file with the system. Thus, the second contract is focused on the completion of taxonomies (dictionaries of XBRL code) based on U.S. GAAP financial statements for the industries for which they have not yet been developed. The final contract will aid in the development of tools for investors to extract and manipulate information from the SEC. (September 25, 2006)

EDGAR 9.3 UPDATE EFFECTIVE FEBRUARY 6, 2006

The SEC upgraded the EDGAR system to support the rule changes to support the SEC Series and Class (Contract) Identifiers and other related items. For additional details on the rules change, please see the SEC Final Rules. (February 6, 2006)

SERIES AND CLASS (CONTRACT) IDENTIFIERS MANDITORY FOR INVESTMENT COMPANY REGISTRANTS

Starting February 6, filers who filed their latest registration statements or amendments on Form N-1A, N-3, N-4, or N-6 (S/C Funds) must include their series and classes (contracts) identifiers in those EDGAR submissions identified in the EDGAR Filer Manual. These submissions must include all series and/or class (or contract) identifiers of each series and/or class (or contract) on behalf of which the filing is made. See Rule 313 of Regulation S-T [17 CFR 232.313].

As required by Rule 313, on and after February 6, 2006:

  • Filers will obtain series and class (contract) identifiers for new series and classes (contracts) created on and after February 6 by including information in the EDGAR submission template of the substantive filing that is made to add the new series and classes (contracts). The new identifiers will appear on the EDGAR notice of acceptance for the filing.
  • S/C Funds were to have used the series and class page on the edgarfiling website (https://www.edgarfiling.sec.gov/) before February 6 to enter information for their series and classes (contracts) that were in existence prior to February 6 to obtain their series and classes (contracts) identifiers. (If a filer failed to do so, the filer needs to call the Division of Investment Management's IM EDGAR Inquiry Line (202-551-6989) for instructions on how to proceed.)
  • Filings that require series and class (contract) identifiers will be suspended if they do not include identifiers or do not include the correct identifiers for that registrant (CIK).
  • Series and class (contract) identifiers will be part of the official filing: a filing made under an incorrect identifier will be a filing for the wrong series and/or class (contract), i.e., it will be a filing on behalf of the identifier that is used.
  • All investment companies must enter their investment company “type” in most EDGAR submission templates (e.g., N-1A, N-2, N-3, N-4, N-5, N-6, or S-6 filer); this entry will determine whether the filing is being made by a S/C Fund for which series and class (contract) identifiers are required.

S/C Funds are required by Rule 313 of Regulation S-T to keep current their information concerning their existing and new series and/or classes (or contracts, in the case of separate accounts), including series and/or class (contract) name and ticker symbol, if any, and be issued series and/or class (or contract) identification numbers.

If a class (or contract) has a ticker symbol, the company must enter it when obtaining identifiers; if a class (or contract) later obtains a ticker symbol, the company must update the information for the class (or contract) to add the ticker symbol.

S/C Funds are also required by Rule 313 to deactivate for EDGAR purposes any series and/or class (or contract, in the case of separate accounts) that are no longer offered, go out of existence, or deregister following the last filing for that series and/or class (or contract, in the case of separate accounts), but the registrant must not deactivate the last remaining series unless the registrant deregisters. For additional information, please see Rulemaking for Rulemaking for EDGAR System. (February 3, 2006)

SEC Votes to Publish Executive and Director Compensation Rules for Comment
  • Amend disclosure requirements for executive and director compensation, related party transactions, director independence and other corporate governance matters, and security ownership of officers and directors;
  • Affect disclosure in proxy statements, annual reports and registration statements;
  • Require most of this disclosure to be provided in plain English; and
  • Modify the current reporting requirements of Form 8-K regarding compensation arrangements.

For additional details on the proposed rules, please see SEC Proposed Rules Release (January 17, 2006)

SEC Offers Incentives to Companies that File in XBRL

SEC Chairman Cox announced that the Commission staff will offer expedited reviews of registration statements and annual reports to companies that volunteer for a test group as part of the Commission's interactive data initiative. In April 2005, the Commission began a voluntary program for receiving financial information using eXtensible Business Reporting Language (XBRL) - a computer language that makes financial data interactive. This program allows for the voluntary submission of XBRL documents as exhibits to periodic reports from corporate issuers and Investment Company Act reports.

Companies that participate in the voluntary program's new test group will furnish financial data contained in their periodic and investment company reports in XBRL format for at least one year and provide feedback on their experiences, including the costs and benefits associated with reporting in the interactive data format. Because of the efficiencies staff anticipates in reviewing their filings prepared in XBRL and to encourage participation in the test group, the Commission staff will offer volunteers expedited reviews of registration statements under the Securities Act of 1933 that the staff has selected for review. For well-known seasoned issuers, the Division of Corporation Finance staff will offer to inform volunteers whether or not the staff will select their annual reports on Form 10-K for review. The staff will notify each well-known seasoned issuer volunteer whether it will select the volunteer's Form 10-K for review within 30 days after filing and will undertake to provide any comments on that filing within 45-60 days of filing.

The SEC has requested that companies express their interest by February 10, 2006. (January 11, 2006)

SEC Reduces Filings Fees

Filing fees will decline as of Monday, November 28 from $117.70 to $107.00 per million dollars being registered. For additional details on the change, please see SEC Fee Rate Advisory. (11-23-2005)

SEC SCHEDULES EDGAR UPDATE FOR DECEMBER 1, 2005

The SEC has released proposed changes to the EDGAR system to support the "Securities Offering Reform" rules. These changes are scheduled to go into effect December 1, 2005. The specific changes include:

For automatic shelf registration statements filed by well-known seasoned issuers paying filing fees in advance or on a pay as you go basis, the following changes are to be made:

  • The addition of a new submission form types S-3ASR, F-3ASR, and POSASR.
  • The addition of a new submission header field "Type of Payment" to the offering data to allow well-known seasoned issuers to indicate whether the filing fees will be paid in advance or on a pay-as-you-go basis.

For changes in prospectuses filed pursuant to Rule 424 to allow well-known seasoned issuers to file a prospectus supplement that includes a Calculation of Registration Fee Table:

  • The addition of a new submission header "Fee Table in Prospectus" checkbox to indicate if a prospectus contains a "Calculation of Registration Fee Table."
  • The addition of a new submission header field "Type of Payment" to the offering data to allow well-known seasoned issuers to indicate whether the filing fees will be paid in advance or on a "pay-as-you-go" basis.
  • The addition of a new submission form type 424B8 to the set of Prospectuses submission form types filed pursuant to Rule 424.

For the new Free Writing Prospectus submission form type FWP, the following changes will be made:

  • The addition of a new submission header field "Rule 163" to indicate whether the communications are made under Rule 163.
  • The addition of a new submission header field "Rule 433" to indicate whether the communications are made under Rule 433.
  • The addition of a new submission header "First Issuing Entity Filing" checkbox to indicate that the Free Writing Prospectus is the first filing for an Asset-Backed Security Issuing Entity. If it is, the filer will be required to provide the Depositor CIK and Depositor 33 Act file number instead of the subject company file number.

Rescind the following submission form types from EDGARLink Template 1: S-2, S-2/A, S-2MEF, F-2, F-2/A, F-2MEF, F-2D, and F-2DPOS.

For additional details on the rules change, please see the SEC Final Rules

(November 7, 2005)

EDGAR 9.2 UPDATE EFFECTIVE NOVEMBER 7, 2005

The SEC upgraded the EDGAR system to support the rule changes to support the "Use of Form S-8, Form 8-K, and Form 20-F by Shell Companies". The specific changes include:

  • The addition of a new 8-K Item 5.06 "Change in Shell Company Status."
  • The addition of a new submission header field "Shell Company" to Form 10-K and Form 10-KSB submission form types for filers to indicate if they meet the shell company criteria as specified in the rule.
  • The addition of a new submission header field "Well-Known Seasoned Issuer" to Form 10-K and Form 20-F submission form types for filers to indicate if they meet the well known seasoned issuer criteria as specified in the rule.
  • The addition of a new submission header field "Voluntary Filer" to Form 10-K and Form 20-F submission form types for filers other than investment companies to indicate if they are not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
  • Change submission form type 425 to add new submission header field "Rule 433" or "Rule 163" to indicate whether the communications are made under Rule 433 or Rule 163. Filings that contain either of these two fields shall be accepted beginning November 7, 2005.

For additional details on the rules change, please see the SEC Final Rules

EDGAR 9.1 UPDATE Effective September 26, 2005

The SEC upgraded the EDGAR system to allow the SubFiler_fileNumber_ and SubCoreg_fileNumber_ fields to be required only for a confirming copy submission for Forms 40-24B2 and 40-24B2/A. (September 26, 2005)

SEC Releases New Rules for Fund Series and Classes

he SEC has released final rules that will require '40 Act registrants to provide fund series and classes information in their EDGAR filing headers. The most significant change is that for the first time EDGAR header data will be considered substantive and part of the official filing. Failure to use the proper IDs in the header of a filing that requires these IDs will constitute non-compliance with SEC filing rules and regulations.

The new series & class reporting requirements are effective February 6, 2006. However, funds registered under Forms N-1A, N-3, N-4 and N-6 must secure from the SEC an Identification Number for each separate fund and class of shares within the fund prior to that date, if applicable.

In order to acquire the IDs for a fund or account, take the following steps:

  • Go to the main EDGAR filing website at: https://www.edgarfiling.sec.gov/
  • Enter your CIK and Password
  • Select the "Retrieve/Edit Data" screen
  • Select the "Enter Series and Classes Information" screen
  • Follow the directions on that page

As you enter series and class data, the SEC will respond with e-mails containing the new IDs to the e-mail address on file used to receive other EDGAR communications. The Division of Investment Management has a phone number to handle calls or questions if you have a special circumstance or are having difficulty of some sort. The Inquiry Line number is 202-551-6989.

The new rules also add two '40 Act submission types to the list of filings that must be made electronically. As of June 12, 2006, filings made under Section 17(g) (fidelity bonds and claims and settlements) and Section 24 (sales literature) will need to be submitted via EDGAR.

For additional details on the rules change, please see the SEC Final Rules.

(July 18, 2005)

EDGAR Release 9.0 Effective JUNE 6, 2005

The SEC upgraded the EDGAR system to Release 9.0 to support the amended rules and forms adopted by the Commission to address the registration, disclosure and reporting requirements for asset-backed securities under the Securities Act of 1933 and the Securities Exchange Act of 1934. The EDGAR Release 9.0 asset-backed securities filing support includes the following changes:

  • Adding new submission form types 10-D, 10-D/A, NT 10-D and NT 10-D/A
  • Adding new exhibits 33, 34 and 35
  • Adding new Form 8-K items 6.01, 6.02, 6.03, 6.04 and 6.05
  • The capability to allow depositors to request the creation of EDGAR access codes for issuing entities from the EDGAR Filing and the OnlineForms websites
  • The ability for issuing entities to file a prospectus filed pursuant to Rule 424 as their first filing as a co-registrant with the depositor by providing their own CIK, CCC and "NEW" as the file number in the co-registrant fields
  • The allowance of Form 8-K and Form 8-A to be submitted as an issuing entities first filing
  • Suspending submissions if any of its attached files are empty (0 bytes)
  • An upgrade to the EDGAR Filing website, the OnlineForms website and the Filer Management website to support the latest version of the Netscape browser (Netscape 7.x) and drop support for outdated Netscape 4.0x through 4.7 browsers
EDGAR System Supports XBRL

Beginning with Release 8.10, EDGAR supports XBRL documents as unofficial attachments to an official submission. Beginning April 4, 2005, filers may begin to reference US GAAP XBRL 2.1 taxonomies via unofficial XBRL instance documents that can be attached to EDGAR submissions. (March 15, 2005)

EDGAR Release 8.10 Effective February 7, 2005

The EDGAR system has been upgraded to Release 8.10 and is effective as of Monday, February 7, 2005. The EDGAR upgrade:

  • Supports the implementation of the voluntary program for reporting financial information on EDGAR using the eXtensible Business Reporting Language (XBRL).
  • Changes to submission form types 485BPOS and 486BPOS to allow investment company filers to enter the now required effectiveness date.
  • Support for the new exhibit "EX-99.Rule23C1" for Form N-CSR and rescinding submission types N-23C-1 and N-23C-1/A.
  • Support the name change of Cincinnati Stock Exchange to National Stock Exchange.
(February 3, 2005)
SEC Adopts Rule Establishing a Voluntary Program for Reporting Financial Information on EDGAR in XBRL

The SEC estabitemshed a voluntary program allowing registrants to voluntarily furnish eXtensible Business Reporting Language (XBRL) data in an exhibit to specified EDGAR filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940. The primary purpose of the voluntary program is to assess XBRL technology, including both the ability of registrants to tag their financial information using XBRL and the benefits of using tagged data for analysis. This program begins with the 2004 calendar year-end reporting season. (XBRL) (February 3, 2005)

SEC postpones filing date for internal control reports for some accelerated filers

The Commission issued an exemptive order to grant certain accelerated filers up to an additional 45 days to include in their annual reports management’s report on internal control over financial reporting and the related auditor’s report on management’s assessment of internal control over financial reporting. The order applies to an accelerated filer that has a fiscal year ending between and including November 15, 2004 and February 28, 2005, and that had a public equity float of less than $700 million at the end of its second fiscal quarter in 2004. (Exemptive Order) (November 30, 2004)

SEC Updates EDGAR system to Version 8.8

The Commission updated the EDGAR system to support the dissemination of selected private documents that are associated with submissions and/or entities. (October 18, 2004)

SEC Updates EDGAR system to Version 8.8

A summary of the changes are provided below:

  • 8-K Item Numbers: 8-K items have been reorganized into topical categories with 8 eight new items added to the form, 2 items transferred from periodic reports and expanded disclosures under two existing items.
  • Exhibits Removed: Exhibits 6 and 28 have been eliminated from Templates 1, 2, 3, and 5.
  • Submission Types Removed: Submission Types 40-8F-A, 40-8F-A/A, 40-8F-B, 40-8F-B/A, 40-8F-L, 40-8F-L/A, 40-8F-M, 40-8F-M/A have been removed
  • Submission Types Added: Submission Types 40-33, 40-33/A, 40-24B2, 40-24B2/A, 40-17G, 40-17G/A, 40-17GCS, 40-17GCS/A, N-8F, N-8F/A have been added

(SEC EDGAR Release 8.8) (August 23, 2004)

New Additional Form 8-K Disclosure Requirements and Acceleration of Filing Date

The SEC has finalized rules to expanded the number of events that are reportable on Form 8-K under the Securities Exchange Act of 1934. The specific changes are as follows:

  • Shortens the filing deadline for most items to four business days after the triggering event
  • Adds eight new items to the form, transfers two items from the periodic reports and expands disclosures under two existing Form 8-K items
  • Reorganizes the Form 8-K items into topical categories
  • Expands the number of reportable items from 13 (items 1 to 13) to 22 (items 1.01 to 9.01)
  • Adopts a limited safe harbor from liability for failure to file certain of the required Form 8-K reports

(SEC Final Rules) (August 23, 2004)

Final SEC Rules For Mandated Electronic Filing For EDGAR Access Codes

The SEC has issued final rules that will require the electronic submission of a Form ID to acquire SEC access codes. The rules also require the electronic version be accompanied by a signed and notarized Form ID to be faxed to the SEC for authentication purposes. The effective date for the rules is April 26, 2004. (Final SEC Rules) (April 22, 2004)

SEC To Add a Passphrase For EDGAR System Beginning April 26, 2004

When the SEC implements EDGAR Release 8.7 on April 26, 2004, all filers who log on to the EDGAR system will need to have a Passphrase. The Passphrase can be used to create or change your CCC, Password, and PMAC. (SEC Passphrase Guidance) (April 12, 2004)

EDGAR Release 8.7 Anticipated For April 26, 2004

The EDGAR Release 8.7 is being updated to support the mandatory electronic filing of Form ID, to support the expanded information required for certain open-end management investment companies and insurance company septe accounts, address company naming convention updates, and address various EDGAR formatting issues. (EDGAR Release 8.7) (March 29, 2004)

SEC Proposes Rules For Mandated Electronic Filing For Form ID

The SEC has proposed rule and form amendments to mandate the electronic filing of Form ID. Form ID is the application for access codes to file on EDGAR. The intended effect of the proposals is to facilitate the more efficient transmission and processing of the information Form ID. (SEC Proposed Rules) (March 16, 2004)

Proposed Rules for Mutual Funds

The SEC is proposing rules to require that certain open-end management investment companies and insurance company septe accounts identify in their EDGAR submissions information relating to their series and classes (or contracts, in the case of septe accounts). They are also proposing to add several investment company filings to the itemst of those that must be filed electronically through EDGAR. Comments on the rules must be received by the Commission on or before May 24, 2004. (Proposed Rules for Mutual Funds) (March 16, 2004)

SEC Delays Implementation Of Section 404

The Securities and Exchange Commission has delayed the implementation of Section 404 of the Sarbanes-Oxley Act for the second time. Section 404 directed the SEC to adopt rules regarding internal controls at public companies and requires that a company's independent auditors attest to and report on management's controls assessments. Senior managers for accelerated filers will now have to report on and certify their companies' internal financial controls starting with fiscal years ending on or after November 15, 2004. All other issuers, including small businesses and foreign private companies, must comply with the new requirements beginning with fiscal years ending on or after July 15, 2005. The commission also extended the compliance date for related requirements regarding evaluation of internal control over financial reporting and management certification. (SEC Press Release) (SEC Final Rules) (February 25, 2004)

SEC Increases Filing Fees

For filings pursuant to divs 6(b), 13(e), or 14(g) of the Securities Act of 1933 and transactional filings pursuant to the Securities Exchange Act of 1934, fee rates have been increased to $126.70 per million. (Filing Fee Table) (February 12, 2004)

SEC Addresses Issue of 13-F Filers With More Than One 28- File Number

Each 13-F filer should have only one 28- file number. However, in the past, the SEC has assigned multiple 28- file numbers to some 13-F filers. The SEC has chosen one 28- file number to be your assigned file number for the future; all your past filings are now located under this number.

The 28- number on your past cover pages will remain as you submitted them. Some of your filings will now be recorded under different 28- numbers than appear on the cover page. You do not need to take any corrective action.

You should verify the 28- file number the SEC has assigned you on the EDGAR page of the SEC's website.

Enter your CIK to verify your assigned 28- file number. Make sure to use this file number on the cover page of your future Form 13-F filings. (January 5, 2004)

Fee Rate Advisory For Fiscal Year 2004

Five days after enactment of the Commission's regular fiscal year 2004 appropriation, the Section 6(b) fee rate applicable to the registration of securities, the Section 13(e) fee rate applicable to the repurchase of securities, and the Section 14(g) fee rate applicable to proxy solicitations and statements in corporate control transactions will be increased from the current rate of $80.90 per million to $126.70 per million. In addition, thirty days after enactment of the Commission's regular appropriation, the Section 31 fee rate applicable to securities transactions on the exchanges and Nasdaq will be reduced from the current rate of $46.80 per million to $39.00 per million. (2003-116) (September 15, 2003)

Section 16 EDGAR System Changes With 8.6

The EDGAR Release 8.6 introduced the following changes to the EDGAR system for Section 16 forms:

  • Allows the filer to specify additional e-mail addresses to receive filer notification messages
  • Removes all references to temporary hardship/confirming copy Ownership submissions since they are not permitted under the final rule
  • Allows the filer to add Ownership holding table information in addition to transaction information for Form 4 and 5 Table I and Table II
  • Loosens the mandatory restriction on certain Ownership table fields to allow the filer to specify a footnote instead of a data value
  • Allows the filer to edit reporting owner address for a specific submission where necessary
  • Changes EDGAR Operations start time from 8:00 a.m. to 6:00 a.m.
  • Updates rules for assigning Filing Date of Electronically Transmitted Ownership Submissions, to change end of day from 5:30 p.m. to 10:00 p.m.
  • Ownership Filings will now receive a Filing Date identical to the EDGAR Received Date and will be disseminated until 10:00 p.m. Eastern time

(July 28, 2003)

SEC New EDGAR Filing Hours

Beginning on Monday, July 28, 2003 and continuing for a six month trial period, the SEC will accept and disseminate electronic filings two hours earlier, beginning at 6:00 a.m. Eastern Standard Time each business day rather than at 8:00 a.m. As a result of the change, filings that are submitted to, and accepted by the EDGAR system between the hours of 6:00 a.m. and 5:30 p.m. Eastern Standard Time will have the current business day's date. Section 16 filings (Forms 3, 4 and 5 and amendments to these forms) as well as filings under Securities Act of 1933 Rule 462(b) will have the current business day's date if they are submitted and accepted between the hours of 6:00 a.m. and 10:00 p.m. Eastern Standard Time. A decision on whether to retain the 6:00 a.m. start time will be made by the end of the six month trial period. (July 28, 2003)

EDGAR Version 8.6 And Procedural Changes

The following changes have been made to the SEC EDGAR system as part of their upgrade to Version 8.6:

  • Form 8-K Items 10, 11, 12 and 13 have been added to the EDGAR system. These cover the codes of ethics changes, pension fund blackout periods, and releases of information on results of operations respectively.
  • Exhibits for certifications have been changed as follows:
    • For '34 Act filers, Section 302 Certifications must be submitted as Exhibit 31 and Section 906 Certifications must be submitted as Exhibit 32.
    • While '40 Act filers already file Section 302 Certifications as EX-99.CERT, they will now be required to file Section 906 Certifications as EX-99.906CERT. (Note: the SEC has a footnote that states if the EDGAR programming is not completed by August 14 effective date, issuers should use Exhibit 99.)
    • The effective date for the certification changes is August 14. If you file your 10-Q on or after August 14, you will be required to use the new exhibit schema.
  • Form types BW-2 and BW-3 have been rescinded.
  • Several new EDGAR submission types have been added for investment companies:
    • N-CSRS (for Form N-CSR, where form includes certified semi-annual shareholder report of registered management investment companies);
    • N-PX (for Form N-PX - Annual Report of Proxy Voting Record of Registered Management Investment Companies); and
    • N-Q (for use if and when the Commission adopts Form N-Q - Quarterly Schedule of Portfolio Holdings of Registered Management Investment Company).

The SEC has also made the following changes to their operating procedures.

  • SEC  EDGAR filing and dissemination hours have been extended to begin at 6:00 a.m. as a six-month trial period to test whether this is useful to filers.
  • The EDGAR system is will begin same day dissemination of Securities Act of 1933, Rule 462(b) filings (MEF form types) that are accepted on business days on or before 10:00 p.m.

For more information on these changes you can go to the SEC website and enter one of the following links: Release 8.6 Notes or Release No. 33-8238. (July 28, 2003)

Technical Corrections For Disclosure Required By Sections 406 & 407 Of The Sarbanes-Oxley Act Of 2002

The amendments clarify that the rules require disclosure of whether a company has an audit committee financial expert serving on its audit committee only in an annual report. (RELEASE NO. 33-8177A) (March 27, 2003)

Interim Guidance For Form 8-K Items 11 & 12

Because the necessary programming to add Items 11 and 12 of Form 8-K to the EDGAR system is not yet complete, the SEC is providing the following interim guidance regarding the filing requirement for these Items.

  • Registrants should continue to disclose the information required by Item 11 under Item 5 (“Other Information”) of Form 10-Q or 10-QSB in the first quarterly report filed by the registrant after commencement of the blackout period.
  • Registrants should furnish the information required by Item 12 under Item 9 (“Regulation FD Disclosure”) of Form 8-K.
  • The text of Item 5 of the Form 10-Q that provides information required under Item 11 should indicate that information is being provided under Item 11.
  • The caption in the Form 8-K that provides information required under Item 12 should indicate that information is being provided under Item 12, or under Items 9 and 12, as the case may be.

This procedural guidance does not affect the legal obligations or consequences of providing the information under these items. For example, the information in a Form 8-K report furnished pursuant to Item 9 is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, except if the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act of 1933 or the Exchange Act. As provided in the final rules, a registrant must furnish the information that is required by Item 12 under Item 9 of Form 8-K within five business days after the occurrence of an event specified in Item 12. Information provided under Item 12 also may be required to be provided under the requirements of Regulation FD; in this case, any earlier deadline for Item 9 under Regulation FD would apply.

This interim guidance will remain in effect until we announce that our EDGAR system permits registrants to file or furnish information using the Item 11 and 12 designations. We will issue a statement and post it on the Commission's website to announce this date as soon as it becomes known. (Release 33-8216) (March 27, 2003)

SEC Guidance On Use Of Graphics In EDGAR Filings

Rule 304 of Regulation S-T specifies when graphics may appear in EDGAR submissions. Paragraph (e) of the rule notes that “…filers may not present in a graphic or image file information such as text or tables that users must be able to search and/or download…”. (March 5, 2003)

SEC Fee Reduction For 2003

Effective Feb. 25, 2003, the Section 6(b) fee rate applicable to the registration of securities, the Section 13(e) fee rate applicable to the repurchase of securities, and the Section 14(g) fee rates applicable to proxy solicitations and statements in corporate control transactions will decrease to $80.90 per million. (Release 2003-24) (February 21, 2003).

New Item Numbers For Form 8-K

The SEC amended its rules to add three new item numbers to Form 8-K.

  • Item 10

    Item 10 will be used to report any changes to, or granting of waivers to, the company's Code of Ethics. This item must be reported within 5 business days. Issuers can make the disclosures on their corporate web sites in lieu of filing an 8-K if they have previously indicated this intent in their most recent Annual Report. Item 10 is not required until the company has first made its disclosure regarding its code of ethics in its Annual Report for the fiscal year ending on or after July 15, 2003. (Release No. 33-8177)

  • Item 11

    Item 11 will be used to provide notice of a pension fund blackout period during which an issuer's Section 16 officers and directors are prohibited from executing trades in the issuer's equity securities. Item 11 is not required to be used until March 31, 2003. ( Release No. 34-47225)

  • Item 12

    Item 12 will be used for any public announcement or release disclosing material non-public information regarding a registrant's results of operations or financial condition for an annual or quarterly period just ended. The 8-K will have to submitted within 5 days of any such announcement or release. The rule will apply to releases made public after March 28, 2003. (Release No. 33-8176)

(January 31, 2003)

Additional Disclosures, Prohibitions To Implement Sarbanes-Oxley Act

The SEC proposed rules to further implement the Sarbanes-Oxley Act of 2002, covering Improper Influence on Conduct of Audits (303), Management Assessment of Internal Controls (404), Code of Ethics for Principal Executive Officer and Senior Financial Officers (406), and Disclosure of Audit Committee Financial Expert (407). (Release Nos. 33-8138) (October 22, 2002)

Accelerated Filing Of Quarterly And Annual Reports And Disclosure Of Website Access To Reports

The Commission adopted amendments to accelerate the filing of quarterly and annual reports by certain reporting companies and to require additional disclosure regarding website access to Commission reports. The amendments accelerate the filing of reports by domestic companies that have a public float of at least $75 million, that have been reporting for at least 12 months, that previously have filed at least one annual report and that are not eligible to use our small business reporting forms. The changes for these accelerated filers will be phased-in over three years, with no change in deadlines for the initial year, as follows: the annual report deadline will remain 90 days for year one and change from 90 days to 75 days for year two and from 75 days to 60 days for year three and thereafter; and the quarterly report deadline will remain 45 days for year one and change from 45 days to 40 days for year two and from 40 days to 35 days for year three and thereafter. The first reductions will occur for annual reports on Form 10-K for fiscal years ending on or after December 15, 2003 and quarterly reports on Form 10-Q for fiscal years ending on or after December 15, 2004. Conforming amendments were also made to the timeliness requirements for the inclusion of financial information in Securities Act registration statements, proxy and information statements and transition reports.

The amendments also require accelerated filers to disclose the following in their annual reports on Form 10-K beginning with reports for fiscal years ending on or after December 15, 2002: the company's website address, if it has one; whether the company makes available free of charge on its website, if it has one, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Commission; and if the company does not make its filings available in this manner, the reasons it does not do so and whether the company voluntarily will provide electronic or paper copies of its filings free of charge upon request. (Release No. 33-8128) (September 6, 2002)

CEO & CFO Certification Rules For Section 302 Of The Sarbanes-Oxley Act

The rules have been posted and are effective as of August 29, 2002. Forms 10-K, 10-KSB, 10-Q, 10-QSB, 20-F, 40-F, and N-SAR require the inclusion of separate certifications for both the CEO and CFO to be included immediately after the signature section. No guidance has been provided regarding the overlap between the 302 and 906 provisions. For further detail, you can review the complete SEC Rules. (Release No. 33-8124) (August 29, 2002)

Section 16 Filings In 2 Days – Final Rules Posted

The SEC has posted the final rules implementing changes to Section 16 of the Securities Exchange Act of 1934. Theses rules implement the changes mandated by Sarbanes-Oxley Act of 2002 requiring officers, directors and 10% shareholders to file Form 4 within 2 business days of a transaction. Use the link below to review the complete text of the New Section 16 Rules. (Release No. 34-46421) (August 27, 2002)

Section 16 Form 4 Filings Within 2 Business Days And Electronically (Via EDGAR)

Section 403 of the Sarbanes-Oxley Act of 2002 amends Section 16 to require that changes in an insider's beneficial ownership of company equity securities occurring on or after August 29, 2002 be reported to the SEC before the end of the second business day following the date of the transaction except when the SEC determines that filing within this deadline is not feasible. Section 403 also requires electronic filing of Form 4 no later than July 30, 2003. (Sarbanes-Oxley Act) (Section 403) (August 1, 2002)

Immediate Certification Of Periodic Financial Reports

Section 906 of the Sarbanes-Oxley Act of 2002 requires each periodic report containing financial statements filed by an issuer with the Securities and Exchange Commission pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) shall be accompanied by a written statement by the chief executive officer and chief financial officer (or equivalent thereof) of the issuer. (Sarbanes-Oxley Act) (Section 906) (August 1, 2002)

SEC EDGAR Database Vastly Improved

The SEC EDGAR filings database is now vastly improved and in real time. (SEC EDGAR Filings Database) (May 22, 2002)

Foreign Issuers Required To File Via EDGAR

SEC adopts rules mandating EDGAR filing for foreign issuers to become effective on November 4, 2002. (Rules) (May 16,2002)