

[Federal Register: March 28, 2007 (Volume 72, Number 59)]
[Rules and Regulations]               
[Page 14416-14417]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr28mr07-8]                         

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200 and 232

[Release No. 34-55502]

 
Technical Amendment to Regulation S-T

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; technical amendments.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is 
amending Regulation S-T to make a correction with respect to mandated 
electronic submissions and to include persons or entities that submit 
filings for review by the Division of Market Regulation as persons or 
entities that are subject to the electronic filing requirements of 
Regulation S-T. The amendment will clarify that a filing submitted on 
an electronic filing system other than the Electronic Data Gathering, 
Analysis, and Retrieval (``EDGAR'') system is not a mandated submission 
under Regulation S-T and will clarify that filers who submit forms on 
EDGAR for review by the Division of Market Regulation are subject to 
the requirements of Regulation S-T. The Commission is also amending the 
Rules of Organization and Program Management to delegate authority to 
the Director of the Division of Market Regulation to adjust the filing 
date of an electronic submission and to grant or deny a continuing 
hardship exemption from electronic filing under Regulation S-T. The 
amendment will conserve Commission resources and will allow the 
Commission to make such adjustments and to grant or deny such 
exemptions in a timely manner.

DATES: Effective Date: April 27, 2007.

FOR FURTHER INFORMATION CONTACT: Jerry Carpenter, Assistant Director, 
or Catherine Moore, Special Counsel, (202) 551-5710, Division of Market 
Regulation, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-6628.

SUPPLEMENTARY INFORMATION: 

I. Background

    On October 4, 2004, the Securities and Exchange Commission 
(``Commission'') adopted an amendment to Rule 19b-4 \1\ to require that 
Form 19b-4 \2\ be filed electronically on the Commission's Electronic 
Form 19b-4 Filing System (``EFFS'').\3\ At the same time, the 
Commission amended Rule 101(a) of Regulation S-T \4\ to mandate that 
Form 19b-4 be submitted to the Commission in electronic format and 
amended Rule 101(c)(9) of Regulation S-T to except Form 19b-4 from the 
requirement that filings submitted to the Division of Market Regulation 
be submitted in paper format. However, Regulation S-T only applies to 
electronic filings that are submitted on EDGAR, and Form 19b-4 is not 
submitted through EDGAR. As a result, Rules 101(a) and 101(c)(9) of 
Regulation S-T should not have been amended with respect to Form 19b-4. 
The Commission is making a technical amendment to remove the reference 
to Form 19b-4 in Rule 101(a) and to revise Rule 101(c)(9) to clarify 
that forms submitted for review by the Division of Market Regulation 
electronically, whether on EDGAR or on another electronic filing system 
such as EFFS, do not have to be submitted in paper format.
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    \1\ 17 CFR 240.19b-4.
    \2\ 17 CFR 249.819.
    \3\ Securities Exchange Act Release No. 50486, 69 FR 60287 
(October 8, 2004) [File No. S7-18-04].
    \4\ 17 CFR 232 et seq.
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    Additionally, the Commission is making a technical amendment to 
Rule 100 of Regulation S-T to include persons or entities that submit 
filings for review by the Division of Market Regulation as persons and 
entities that are subject to the electronic filing requirements of 
Regulation S-T. Because the EDGAR system was initially designed for the 
electronic submission of documents that are subject to review by the 
Divisions of Corporation Finance and Investment Management, Rule 100 
currently only applies to registrants whose filings are submitted for 
review by those divisions and to such registrant's joint or third party 
filers. To reflect the fact that the Commission has recently added 
Forms 25, TA-1, TA-2, and TA-W, which are submitted for review by the 
Division of Market Regulation, to the list of mandated electronic 
filings in Section 101(a) of Regulation S-T, the Commission is amending 
Rule 100 to include the filers of any other forms that are submitted 
through EDGAR for review by the Division of Market Regulation as 
persons or entities that are subject to the electronic filing 
requirements of Regulation S-T.
    The Commission is amending Rule 30-3 of the Rules of Organization 
and Program Management \5\ to add new paragraphs (j) and (k) to 
delegate to the Director of the Division of Market Regulation authority 
to grant or deny a request submitted under Regulation S-T to adjust the 
filing date of an electronic filing and to grant or deny, as 
appropriate, a continuing hardship exemption to an electronic filer 
under Rule 202 of Regulation S-T. The delegation of authority to the 
Director of the Division of Market Regulation is designed to conserve 
Commission resources by permitting staff to adjust the filing date of 
an electronic filing and to grant or to deny exemptions where 
appropriate and in a timely manner. Nevertheless, the staff may submit 
matters to the Commission for consideration, as it deems appropriate. 
The Directors of the Divisions of Corporation Finance and of Investment 
Management have previously been delegated such authority.\6\
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    \5\ 17 CFR 200.30-3, Delegation of authority to the Director of 
Division of Market Regulation.
    \6\ 17 CFR 200.30-1(j) and (k) and 200.30-6(j) and (k).
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II. Certain Findings

    Under the Administrative Procedure Act (``APA''), notice of 
proposed

[[Page 14417]]

rulemaking is not required ``(A) [for] interpretive rules, general 
statements of policy, or rules of agency organization, procedure, or 
practice; or (B) when the agency for good cause finds (and incorporates 
the finding and a brief statement of reasons therefore in the rules 
issued) that notice and public procedure thereon are impracticable, 
unnecessary, or contrary to the public interest.'' \7\ The Commission 
is making technical amendments to Regulation S-T to correct Rule 101 
and to make a conforming change to Rule 100 with respect to forms 
submitted for review by the Division of Market Regulation and 
therefore, notice and public procedure is unnecessary. Specifically, 
Rule 101(a) is being amended to remove the reference to Form 19b-4 and 
Rule 101(c) is being amended to clarify that only forms which are not 
submitted electronically are required to be filed in paper. 
Additionally, Rule 100 is being amended to add a new paragraph (d) 
which will define filers whose filings are subject to review by the 
Division of Market Regulation as persons or entities that are subject 
to Regulation S-T. The amendment reflects the fact that the Commission 
currently mandates that Forms 25, TA-1, TA-2, and TA-W be filed 
electronically on EDGAR and that the filers of these forms should be 
(and probably believe that they are) subject to the requirements and 
protections of Regulation S-T. For these reasons, the Commission finds 
that publishing the changes for comment is unnecessary.\8\ The 
amendment to Rule 30-3 of the Commission's Rules of Organization and 
Program Management relates solely to agency organization, procedure, or 
practice. As such, notice of proposed rulemaking is not required.
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    \7\ 5 U.S.C. 553(b).
    \8\ For similar reasons, the amendments do not require analysis 
under the Regulatory Flexibility Act or analysis of major status 
under the Small Business Regulatory Enforcement Fairness Act. See 5 
U.S.C. 601(2) (for purposes of Regulatory Flexibility analyses, the 
term ``rule'' means any rule for which the agency publishes a 
general notice of proposed rulemaking) and 5 U.S.C. 804(3)(C) (for 
purposes of congressional review of agency rulemaking, the term 
``rule'' does not include any rule of agency organization, 
procedure, or practice that does not substantially affect the rights 
or obligations of non-agency parties).
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III. Statutory Authority

    The Commission is adopting amendments Sec.  200.30-3 under the 
authority set forth in sections 4A(a) and 23(a) of the Securities 
Exchange Act.\9\ The Commission is adopting amendments to Regulation S-
T under authority set forth in sections 19(a) of the Securities Act and 
23(a) of the Securities Exchange Act.\10\ The amendments to Sec.  
200.30-3 and to Regulation S-T are adopted under Chapter II of Title 17 
of the Code of Federal Regulations in the manner set forth below.
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    \9\ 15 U.S.C. 78d-1(a) and 78w(a).
    \10\ 15 U.S.C. 78s(a) and 78w(a).
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List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Authority delegations 
(Government agencies), Organization and functions (Government 
agencies).

17 CFR Part 232

    Reporting and recordkeeping requirements.

Text of Amendment

0
In accordance with the foregoing, Title 17, Chapter II of the Code of 
Federal Regulations is amended as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND 
REQUESTS

Subpart A--Organization and Program Management

0
1. The authority citation for part 200, subpart A, continues to read, 
in part, as follows:

    Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w, 
78ll(d), 78mm, 80a-37, 80b-11, and 7202, unless otherwise noted.
* * * * *

0
2. Section 200.30-3 is amended by redesignating paragraph (j) as 
paragraph (l) and adding new paragraphs (j) and (k) to read as follows:


Sec.  200.30-3  Delegation of authority to Director of Division of 
Market Regulation.

* * * * *
    (j) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.), the Securities Exchange Act of 1934 (15 U.S.C. 78a et seq.), the 
Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and Regulation 
S-T thereunder (part 232 of this chapter), to grant or deny a request 
submitted pursuant to Rule 13(b) of Regulation S-T (Sec.  232.13(b) of 
this chapter) to adjust the filing date of an electronic filing.
    (k) With respect to the Securities Act of 1933 (15 U.S.C. 77a et 
seq.), the Securities Exchange Act of 1934 (15 U.S.C.) 78a et seq.), 
the Trust Indenture Act of 1939 (15 U.S.C. 77aaa et seq.), and 
Regulation S-T thereunder (part 232 of this chapter) to set the terms 
of, and grant or deny as appropriate, continuing hardship exemptions, 
pursuant to Rule 202 of Regulation S-T (Sec.  232.202 of this chapter), 
from the electronic submission requirements of Regulation S-T (part 232 
of this chapter).
* * * * *

PART 232--REGULATION S-T--GENERAL RULES AND REGULATIONS FOR 
ELECTRONIC FILINGS

0
3. The authority citation for part 232 continues to read in part as 
follows:

    Authority: 15 U.S.C. 77f, 77g, 77h, 77j, 77s(a), 77sss(a), 
78c(b), 78l, 78m, 78n, 78o(d), 78w(a), 78ll(d), 80a-8, 80a-29, 80a-
30, 80a-37, and 7201 et seq.; and 18 U.S.C 1350.
* * * * *

0
4. Section 232.100 is amended by:
0
a. Removing the word ``and'' at the end of paragraph (b);
0
b. Redesignating paragraph (c) as paragraph (d);
0
c. Adding new paragraph (c); and
0
d. Revising the term ``registrant'' in newly redesignated paragraph (d) 
to read ``person or entity''.
    The addition reads as follows:


Sec.  232.100  Persons and entities subject to mandated electronic 
filing.

* * * * *
    (c) Persons or entities whose filings are subject to review by the 
Division of Market Regulation; and
* * * * *

0
5. Section 232.101 is amended by:
0
a. Removing paragraph (a)(1)(x);
0
b. Redesignating paragraph (a)(1)(xi) and (a)(1)(xii) as paragraphs 
(a)(1)(x) and (a)(1)(xi); and
0
c. Revising paragraph (c)(9).
    The revision reads as follows:


Sec.  232.101  Mandated electronic submissions and exceptions.

* * * * *
    (c) * * *
    (9) Exchange Act filings submitted to the Division of Market 
Regulation other than those that are submitted in electronic format as 
mandated or permitted electronic submissions under paragraph (a) and 
(b) of this section or that are submitted electronically in a filing 
system other than EDGAR.
* * * * *

    Dated: March 21, 2007.

    By the Commission.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. E7-5589 Filed 3-27-07; 8:45 am]

BILLING CODE 8010-01-P
