Back in March, the SEC adopted new rule & form amendments requiring that the exhibit index in registration statements & ’34 Act reports contain links to the exhibits that are listed – & that these filings be made in HTML. We’ve posted in memos in our “Exhibits” Practice Area.
The effective date is delayed for most companies until September 1st – and for smaller reporting companies and non-accelerated filers that use the ASCII format, until September 1, 2018. But companies can comply earlier of course – and some indeed have. Here’s some examples from the most recent group of Form 10-Qs – note the different approaches:
Links to Exhibits: SEC Staff Still Needs to Update Edgar Manual
Interestingly, these companies have experimented by including links to their exhibits voluntarily – without the benefit of an updated Edgar Manual. Some members told me that the updated Manual was expected in mid-May – but we haven’t seen that happen yet (nor do I think we’ll see anything soon). Without the updated Manual, companies are lacking clear instructions on how to do accomplish what the SEC will be expecting…
Per Weil Gotshal’s Howard Dicker, here are other issues that might be addressed by the Staff:
1. Amended Reg S-K Item 601(a)(2) requires an “Exhibit Index” appearing before the signatures. Current rule is immediately preceding the exhibits.
2. For exhibits that have been previously filed, what should companies do about (a) exhibits that were filed in ASCII and (b) exhibits that are not separate files (e.g., pre-2000 when the exhibits and the report were all included in one single ASCII file.
How To Fix “In Progress” Edgar Filings
In the latest issue of Edgar Filer Support’s newsletter, there’s a discussion of how to handle “in progress” Edgar filings. Here are 3 pointers:
1. If your filing shows this status for 4 hours or more, there might be a technical issue with your CIK, tax ID or filing fee.
2. If you see the “in progress” status for over 12 hours, call Edgar Filer Support at 202.551.8900.
3. Your filing will usually show up with the original filing date once the issue is resolved.
– Broc Romanek