The Filer Report - Issue 2

Securities and Exchange Commission sent this bulletin at 12/21/2015 10:04 AM EST
The Filer Report Header

December 2015, Issue 2

The SEC's Filer Support Teams have created The Filer Report to provide the filing community with periodic updates and helpful tools to assist filers and filing agents navigate the filing process. 

The Filer Support Teams wish you a safe holiday season and all the best in the New Year!

For questions, comments or suggestions please contact TheFilerReport@sec.gov or visit us at sec.gov/thefilerreport

What's in this Issue

News and Notes

  • The Filer Support Teams will be Sending Surveys to Registrants and Filers
  • SEC.gov Information for Filers Webpage has Changed
  • The Filer Report Spotlight: The Filing Fees Branch 

Filing Fees

  • New: Unused Filing Fee Funds Can Now be Returned to Foreign Banks via ACH Wire Payments
  • Registration Fee Estimator Tool Enters Prototype Testing Phase
  • Incorrectly Used Form Types Related to Filing Fees

Corporation Finance

  • "Glossy" Annual Reports to Security Holders Submitted to the SEC in Paper are No Longer Viewable on the SEC’s Web Site

EDGAR Updates

  • New: How To Guides on EDGAR "Quick Start", Creating an HTML Document and Preparing an EDGAR Filing in Plain Text have been Posted to SEC.gov
  • Forthcoming: Proposed Changes to EDGAR Contact Information

- Quick Links -

www.sec.gov
www.investor.gov
Information for Filers
EDGAR Filer Manual
EDGAR Portal

Disclaimer: The Filer Support Teams have provided this information as a service to Filers. It is neither a legal interpretation nor a statement of SEC Policy. If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.

 
SEC Seal News and Notes

Filer Support Teams to Send Surveys to Filers

The SEC recently received Office of Management and Budget (OMB) approval to use surveys to gather feedback on filer customer experiences and suggestions. Filer Support groups like the Filing Fees Branch plan to send surveys to registrants after they call the Filer Support Help Desk. 

Paperwork Reduction Act OMB Approval Number

  

SEC.gov Information for Filers Improvements

New improvements have been added to the SEC.gov Information for Filers page. Information has been rearranged in a streamlined format designed with the filer's ease-of-use in mind. The SEC Information for Filers page is a destination for information such as The EDGAR Filer Manual, Technical Specifications, Guidance for Filers and answers to other FAQs. Take a moment to visit the SEC.gov Information for Filers page and submit your suggestions for improvement to TheFilerReport@sec.gov

  

The Filer Report Spotlight on the Filing Fees Branch

The Filing Fees Branch supports filers with helpful responses to commonly asked fee questions, reviews filings for the accuracy of fee calculations, and manages related processes such as processing refunds of unused monies, collecting accounts receivables, and managing filer lockbox accounts.   

The Filing Fees Branch is in the process of replacing its accounting system. This change will help add automation to key tasks like processing refunds of unused monies and enabling better tracking of registrant correspondence. The new system, scheduled to be implemented in December 2016, will reduce the administrative tasks performed by the Branch and speed up the time to fulfill customer service requests. Another major improvement project being developed for 2016 includes deploying a new Registration Fee Estimator tool to assist filers in calculation of registration fees.  

Filing Fees Branch Homepage

Back to Top
SEC Seal Filing Fees

New: Unused Filing Fee Funds Can Now be Returned to Foreign Banks via ACH Wire Payments

International registrants may now elect to receive return of unused funds via ACH wire transfer. Previously, international registrants were only allowed to have unused funds returned via check payment.

Please contact the Filing Fees Branch at (202) 551-8989 if you would like to request an ACH wire transfer refund to a foreign bank account.

   

The Registration Fee Estimator Tool Enters Prototype Testing Phase

The SEC's Filing Fees Branch has developed a filing fee calculator tool called the Registration Fee Estimator to assist filers in preparing their fee-bearing filing submissions.

The Registration Fee Estimator, an optional tool that will be made available through SEC.gov in the first half of 2016, is designed to assist filers in estimating required fees for EDGAR filing submissions. The dynamic data entry screen will prompt users to enter data based on the form type that is being submitted, as well as the fee rules that the filing relies upon. Users will select check boxes to indicate rule reliance (e.g. 457(p) offsets, 415(a)(6) carry forwards, etc.). Based on these selections users may be prompted to provide additional required data. The tool also incorporates data entry validations that will prompt the user to make corrections when the data does not comply with the associated rule provisions.

As the SEC prepares to release the Registration Fee Estimator, the Filing Fee Branch will select a limited number of prospective users to participate in the testing process. If you would like to participate in User Testing for the Registration Fee Estimator, please send an email to TheFilerReport@sec.gov. Registration Fee Estimator test participants will be accepted on a first-come, first-served basis.

 

Incorrectly Used Form Types Related to Filing Fees

Registrants occasionally attempt to register additional securities or submit proxy or information statements using the wrong form types. For example, registrants have attempted to register new shares on a post-effective amendment using form type S-8 POS. As a general rule, post-effective amendments may not be used to register additional securities. 

Please see link below for common errors in form types selected by registrants.

Incorrectly Used Form Types Related to Filing Fees

Back to Top
SEC Seal Corporation Finance

"Glossy" Annual Reports to Security Holders Submitted to the SEC in Paper are No Longer Viewable on the SEC’s Web Site

Commission proxy rules require companies to provide their security holders an annual report (frequently referred to as a “glossy” annual report because it is often printed on high gloss paper) before or at the time they furnish a proxy statement to security holders that relates to an election of directors. Companies also must post these reports on an Internet web site other than the Commission’s web site. The rules also require them to “mail” to the SEC seven copies of the glossy annual report “solely for [the SEC’s] information.” Regulation S-T allows companies to send the glossy annual report to the SEC in electronic format via EDGAR or in paper form.  Because of formatting difficulties, most companies choose to mail the seven paper copies to the Commission.

In recent years, we have scanned paper copies of the glossy annual reports received by mail and posted them with the companies’ other filings via the EDGAR facilities on the SEC web site.  In an effort to reduce costs and simplify administrative processes, and in light of the availability of these annual reports on other web sites, the staff has determined to discontinue this practice. 

Back to Top
SEC Seal EDGAR Updates

Forthcoming: Changes to EDGAR Contact Information

The Filer Support Teams recommend that filer contact information be updated on an annual basis. In an effort to improve the accuracy and quality of the information recorded in the EDGAR system, the Filer Support Teams are developing new systems and processes for the collection of filer contact information. Among the new improvements scheduled for 2016 are: 

  • Automated reminders to registrants to update their filer contact information every 12 months
  • Header descriptions in EDGAR outlining the SEC purpose for each set of contact designations to help registrants enter the most appropriate contact information

By maintaining EDGAR filer contact records with the most accurate information, the Filer Support Teams will be able to contact the appropriate company representatives in a timely manner. Check upcoming issues of The Filer Report for more information. 

  

EDGAR "Quick Start" Reference Guide

The EDGAR "Quick Start" Reference Guide is a basic resource to help filers understand how to use the EDGAR filing websites. This reference guide is not to be used as a substitute for guidance on how to file and it is highly recommended that filers use the EDGAR Filer Manual on SEC.gov for support.

EDGAR "Quick Start" Reference Guide

 

How to Create an HTML Document

EDGAR requires that official documents attached to electronically submitted filings must be formatted as ASCII or HTML, or in some cases, when specific criteria are met, as a PDF. The link below provides a step by step guide to creating a simple HTML document that can be attached to filings submitted in EDGAR.

These instructions have been provided to help filers prepare and submit electronic filings. They are intended to serve as general guidance and should not be relied on as definitive or as a substitute for the EDGAR Filer Manual.

How to Create an HTML Document

   

Preparing an EDGAR Filing in Plain Text

This reference guide is intended to assist filers prepare their filings in plain text format (ASCII) according to the guidelines in the EDGAR Filer Manual Volume II. These instructions are intended as general guidance and should not be relied on as a substitute for the EDGAR Filer Manual.

Preparing an EDGAR Filing in Plain Text

Back to Top
SEC Seal Filer Contacts

The SEC Filer Support Teams are available to assist registrants in processing their filings through the EDGAR system. If you need assistance, please click the link below for available contact options.

Filer Support Contact List

Back to Top

Disclaimer: The Filer Support Teams have provided this information as a service to Filers. It is neither a legal interpretation nor a statement of SEC Policy. If you have questions concerning the meaning or application of a particular law or rule, please consult with an attorney who specializes in securities law.