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Division of Corporation Finance Actions Regarding EDGAR Filing Date Adjustments, Post Acceptance Corrections, Filing Deletions and Withdrawals, and Continuing Hardship ExemptionsThe Division of Corporation Finance provides the following guidance for EDGAR filers to make the EDGAR filing process more efficient. This guidance is for ease of reference and does not change any existing rules or create any new ones. Updating filer informationAs an electronic filer, you have provided the EDGAR system with certain information about yourself or your company, including the filer's current name, mailing address, e-mail address, telephone number, and the person whom we may contact with questions about a filing. It is important that you keep this information current in EDGAR. Instructions for updating filer information are contained in the EDGAR Filer Manual, Volume I — General Information, in Chapter 5, Maintenance of Company Data. If you have questions about how to update this information, please contact Filer Support (202-551-8900). If you do not keep this information current, we may not be able to expeditiously communicate with you regarding the status of your filings. The Division of Corporation Finance will use the e-mail address you furnish to us for all EDGAR-related communications with you or your company. If you want your filing agent or law firm (if you use one) also to receive copies of communications regarding a specific filing you make, you can include their e-mail address in the submission header of the filing itself, and they also will receive acceptance or suspension messages for that filing. Maintaining control of your access codesAn EDGAR filer uses five codes to login to the EDGAR system, make certain changes to filer information, or identify itself as the filer of a document. If a filer does not take certain precautions with these codes, it could find itself in the position of not being able to make a filing when needed. Giving these codes to other parties not authorized to act on the filer's behalf can result in unauthorized filings appearing on the filer's SEC filing records. The filer access codes are described below.
Filing date adjustmentsRule 13(b) of Regulation S-T outlines the circumstances under which a filer may request an adjustment to the official filing date of an electronic filing. The staff will consider a filer’s request for filing date adjustments for filings with a required due date. A filer (not a third party, such as a filing agent) must submit a written request, via an EDGAR CORRESP submission, addressed to the Chief, Office of Information Technology, Division of Corporation Finance. The filer must submit this request under the company’s CIK. The request must be signed by the filer or an authorized legal representative of the filer. To help us process these requests most efficiently, we recommend that the filer provide the following information in any filing date adjustment request:
We strongly encourage the filer to confirm this submission by sending an e-mail to cfitedgar@sec.gov, in which it presents the accession number of the request submitted on EDGAR, a name and phone number for a person whom the staff should contact regarding the request, and a facsimile number to which the staff can provide its response to the request. If a filer wishes to discuss a request for a filing date adjustment prior to submitting it on EDGAR, it may call 202-551-3600. We generally process filing date adjustment requests within 5-7 business days of receipt. Correcting errors in EDGAR filingsThe Division of Corporation Finance staff generally does not correct errors in EDGAR filings. The most common request for corrections and the staff's standard answers are as follows: Requests to correct the submission typeIf a filer submits a filing using the wrong submission type, usually the filer should refile the document using the correct submission type. In these situations, the staff generally does not take any steps to delete the original filing from the EDGAR system. Requests to correct the file numberIf a filer submits a filing that includes an incorrect file number, the staff generally does not take any steps to correct the information on the EDGAR system. In no event would any request be considered unless the file number requested corresponds to the file number contained in the text of the filing itself. Requests to correct information in the text of the filingThe staff will not make post-acceptance changes to the text of filings. A filer that has made a filing with incorrect information may chose to amend that filing to correct the information or to refile the document with the correct information. In rare and unusual situations, the staff has considered requests to correct filing errors. You may wish to call 202-551-3600 to discuss your problem before submitting a written request for relief. The staff will consider a request to correct EDGAR filing errors when the filer (not a third party, such as a filing agent) submits a written request to the Chief, Office of Information Technology, Division of Corporation Finance via an EDGAR CORRESP submission. The filer must submit this request under the company’s CIK. The request must be signed by the company or an authorized legal representative of the company. To process these requests most efficiently, we recommend that the filer provide the following information in any request for data change:
We strongly encourage the filer to confirm this submission by sending an e-mail to cfitedgar@sec.gov, in which it presents the accession number of the request submitted on EDGAR and a name and phone number for a person whom the staff should contact regarding the request. It can take several weeks to process form type or file number post-acceptance changes. Please check the SEC Filings & Forms (EDGAR) link on sec.gov to determine if the correction has been processed. If the correction does not appear within eight weeks, you may call 202-551-3600 for follow-up. Requests for withdrawal of Securities Act filingsA filer must submit a registration statement withdrawal request using EDGAR submission type “RW” to request withdrawal of a registration statement. A filer must submit an amendment withdrawal request using EDGAR submission type “AW” to request withdrawal of a pre- or post-effective amendment. Filing deletionsIn very rare and unusual circumstances, the Division of Corporation Finance staff has considered a filer request to delete a filing from the EDGAR system. Prior to submitting a request for a filing deletion, a filer should call 202-551-3600. If the staff indicates that it will consider a filer’s request for a filing deletion, the filer (not a third party such as a filing agent) should submit a written request to the Chief, Office of Information Technology, Division of Corporation Finance via an EDGAR CORRESP submission. The filer must submit this request under the company’s CIK. The request must be signed by the company or an authorized legal representative of the company and must include enough detail to justify the extraordinary request. The filer should confirm this submission by sending an e-mail to cfitedgar@sec.gov, in which it presents the accession number of the request submitted on EDGAR and a name and phone number for a person with whom the staff should contact regarding the request. Continuing hardship exemptionsThe staff may grant continuing hardship exemptions under Rule 202 of Regulation S-T. If the staff grants a continuing hardship exemption based upon a filer’s representation that converting the information to an electronic format would cause undue filer burden or expense, the filer may submit part or all of a filing in paper. A continuing hardship exemption is different from a temporary hardship exemption (Rule 201 of Regulation S-T), which provides a filer with an emergency method of filing a document with the Commission where the filer experiences unanticipated technical difficulties preventing the timely preparation and submission of an electronic filing. Temporary hardship exemptions are self-effectuating and do not require staff concurrence. A filer may request, and the staff may grant, a continuing hardship exemption for all or part of a filing. The staff may place a limit on the term of a continuing hardship exemption and require the filer to submit an electronic copy of the paper portion of the filing at a future date under Rule 202(d). When requesting a continuing hardship exemption, a filer must meet certain criteria based on an analysis of the burden or expense to the filer and whether an exemption is appropriate and consistent with the public interest. To request a continuing hardship exemption, a filer (not a third party, such as a filing agent) must submit a written request, via an EDGAR CORRESP submission, addressed to the Chief, Office of Information Technology, Division of Corporation Finance. The filer must submit this request under the company’s CIK. The request must be signed by the filer or an authorized legal representative of the filer. Usually, the filer must make the request no later than 10 business days before its filing is due or otherwise intended to be filed (where there is no required filing date), and must include, at a minimum, the following:
The following information also would be helpful to the staff in connection with its evaluation of the request:
We strongly encourage the filer to confirm this submission by sending an e-mail to cfitedgar@sec.gov, in which it presents the accession number of the request submitted on EDGAR, a name and phone number for a person whom the staff should contact regarding the request, and a facsimile number to which the staff can provide its response to the request. We generally process requests for continuing hardship exemptions within 5-7 business days of receipt.
http://www.sec.gov/info/edgar/cfedgarguidance.htm
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