Securities and Exchange Commission September 2005 – Federal Register Recent Federal Regulation Documents
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Adoption of Updated EDGAR Filer Manual
The Securities and Exchange Commission (the Commission) is adopting revisions to the Electronic Data Gathering, Analysis, and Retrieval System (EDGAR) Filer Manual to reflect changes made to improve, reorganize and restructure the EDGAR Filer Manual volumes to make it easier for filers and those wishing to apply for EDGAR access codes to locate the information that they need to apply for EDGAR access, maintain company information and submit a filing. With this reorganization, no changes have been made to the filing process. The revisions to the Filer Manual reflect changes within Volumes I, II and III, entitled ``EDGAR Filer Manual Volume I General Information,'' ``EDGAR Filer Manual Volume II EDGAR Filing,'' and ``EDGAR Filer Manual Volume III N-SAR Supplement'' respectively. The updated manual will be incorporated by reference into the Code of Federal Regulations.
Revisions to Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports
We are proposing to modify the periodic report filing deadlines so that only the largest accelerated filers (those with a market value of outstanding voting and non-voting common equity held by non-affiliates of $700 million or more) become subject to the final phase-in of the accelerated filing transition schedule that will require annual reports on Form 10-K to be filed within 60 days after fiscal year end. Under our proposed amendments, however, these companies would continue to file their quarterly reports on Form 10-Q under the current 40-day deadline, rather than the 35-day deadline that was scheduled to apply to quarterly reports filed next year. Other accelerated filers would continue to file both their annual and quarterly reports under current deadlines75 days after fiscal year end for annual reports on Form 10-K and 40 days after quarter end for quarterly reports on Form 10-Q. We also are proposing to revise the definition of the term ``accelerated filer'' to permit an accelerated filer that has voting and non-voting common equity held by non- affiliates of less than $25 million to exit accelerated filer status promptly and begin filing its annual and quarterly reports on a non- accelerated filer basis. Finally, the proposed amendments would permit a large accelerated filer that has voting and non-voting common equity held by non-affiliates of less than $75 million to promptly exit large accelerated filer status.
Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports of Companies That Are Not Accelerated Filers
We are extending the compliance dates that were published on March 8, 2005, in Release No. 33-8545 [70 FR 11528], for companies that are not accelerated filers, for certain amendments to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, Items 308(a) and (b) of Regulations S-K and S-B, Item 15 of Form 20-F and General Instruction B of Form 40-F. These amendments require companies, other than registered investment companies, to include in their annual reports a report of management and accompanying auditor's report on the company's internal control over financial reporting. The amendments also require management to evaluate, as of the end of each fiscal period, any change in the company's internal control over financial reporting that occurred during the period that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. We are also extending the compliance dates applicable to companies that are not accelerated filers for amendments to certain representations that must be included in the certifications required by Exchange Act Rules 13a-14 and 15d-14 regarding a company's internal control over financial reporting. Finally, we are soliciting comment about the implementation of these rules.
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