Last June, the SEC announced that they were building an EDGAR-based system through which certain Emerging Growth Companies and foreign private issuers could submit draft registration statements for non-public and confidential review.
In late September, the SEC announced that draft registration statements could be filed on EDGAR starting Monday, October 1st using submission form types DRS and DRS/A. This is a significant logistical development for those emerging growth companies and foreign private issuers that qualify for a confidential SEC Staff review. These companies can choose to continue to use the SEC’s secure email system for an unspecified period of transition time rather than use EDGAR. The SEC will announce later when use of EDGAR for draft registration statements will be mandatory. We will publish the mandatory EDGAR transition date in a future announcement.
The SEC has posted a 32 page guide on how to file draft registration statements on EDGAR: http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf. Once the EDGAR Filer Manual for EDGAR Release 12.2 becomes effective, the SEC has stated that filing on EDGAR will become mandatory.
The Division will provide each issuer that has submitted a draft registration statement since April 5, 2012, either in paper or via the secure email system, and that has not yet filed a registration statement on EDGAR, a letter with guidance on how to transition to the EDGAR system. Once an issuer chooses to submit draft registration statements or amendments on EDGAR, it must continue to use that system.
Issuers that comply with these EDGAR modifications no longer need to file copies of previously submitted draft registration statements as exhibits to their registration statements to comply with the requirements of the JOBS Act. Instead, issuers can use EDGARLink to direct the EDGAR system to publicly file them as individual documents on EDGAR. More information about this function is in the instructions and the EDGAR Filer Manual.
Submission of a draft registration statement on EDGAR requires EDGAR access codes. An issuer that has not yet submitted a Form ID to apply for the codes must do so prior to making a submission or filing on EDGAR. If an issuer has previously obtained EDGAR access codes and finds that they have expired when it tries to login to EDGAR, it should update the codes by following the “Generate Access Codes (New/Replacement)” link on the EDGAR Filer Management Website.
Resources:
- 32 page guide on How to Use EDGAR to Submit Draft Registration Statements and Amendments and File Them in Accordance with the Requirements of the JOBS Act: http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf
- EDGAR Filer Manual: http://www.sec.gov/info/EDGAR/edmanuals-vol1-14_d.htm
- EDGAR Filer Management Website: https://www.filermanagement.EDGARfiling.sec.gov/