The SEC Division of Corporation Finance issued a new interpretation yesterday that allows a company to post its annual report to shareholders to its website (and keep it posted for at least one year) rather than mail the SEC seven hard copies. Rule 14a-3 under the Exchange Act requires the mailing solely for the SEC’s information, one of the few paper filings still around in the age of EDGAR. Under its current practice, when the SEC receives the hard copies it posts on a company’s EDGAR list that it has been submitted but does not include the actual document if not submitted electronically. The annual report to shareholders substantially overlaps the annual report on Form 10-K in any case. Since most companies already post their annual reports for at least a year, the new interpretation effectively means one less mailing to worry about, though companies must still mail the annual report with the proxy statement when sending out annual meeting materials to shareholders.
The SEC has proposed rule amendments that would require companies that file registration statements and periodic and current reports to include hyperlinks to each exhibit listed in the exhibit index of their filings (in a more subtle change, the index would be required to appear before the signatures rather than simply appearing before the exhibits as is current required). All filings will need to be submitted in HTML format.
The practical impact of these amendments, if approved, would be to make it much more efficient to locate exhibits, particularly those incorporated by reference. For example, under current rules if an investor wants to find a company's bylaws on EDGAR he or she must locate the bylaws on the exhibit list (such as in the most recent 10-K or 20-F) which will list the filing with which the bylaws were most recently filed. He or she must then separately locate that filing. Hyperlinking would effectively eliminate the second step, saving time.
Not that it was all that difficult to begin with, but the SEC has released an online tool to help companies calculate registration fees for certain form submissions to EDGAR. According to the SEC’s press release, “the new tool is intended to improve the accuracy of fee calculations and minimize the need for corrections.” The new tool covers the most common filings companies use to register initial public offerings, debt offerings, asset-backed securities, closed-end mutual funds, limited partnerships, and small business investment companies. The tool prompts users to enter data based on the type of filing and the applicable fee rules and provides suggestions for completing required fee tables based on the data entered. Of course, the SEC reminds filers that this is just a tool to help - companies will remain responsible for paying all required fees and accurately including all required information in their filings.
The Registration Fee Estimator is available at https://www.sec.gov/ofm/registration-fee-estimator.html
The staff of the SEC’s Division of Corporation Finance has made an announcement that it will begin releasing through the EDGAR system correspondence with issuers relating to Securities Act registration statements that are not selected for review.