Draft Registration Statements to Be Submitted and Filed on EDGAR
On September 26, 2012, the SEC’s Division of Corporation Finance announced that, beginning on Monday, October 1, 2012, Emerging Growth Companies and foreign private issuers may voluntarily submit their draft registration statements and amendments for confidential, non-public staff review using either the current secure email system or through a new EDGAR-based submission process.
Once the SEC’s EDGAR Filer Manual for EDGAR Release 12.2 becomes effective, issuers will be required to submit draft registration statements and amendments using the new EDGAR-based system. The Division will be publishing a mandatory EDGAR transition date for the submission of draft registration statements and amendments in a future announcement, which will eliminate the ability to submit confidential drafts by e-mail.
The Division has posted a brief set of instructions on how to prepare an electronic submission of a draft registration statement, or an amendment to one, at
http://www.sec.gov/divisions/corpfin/guidance/drsfilingprocedures.pdf.
It should be noted that submission of draft registration statements on EDGAR requires the use of EDGAR access codes. An issuer that has not yet submitted a Form ID to apply for such codes must do so prior to making a submission or filing on EDGAR.
When an issuer files publicly on EDGAR, it can avoid having to file copies of any previously submitted draft registration statements or amendments by using EDGARLink to publicly file the draft registration statements as individual documents on EDGAR. For instructions on this function, issuers should consult the EDGAR Filer Manual.
Lastly, once an issuer submits a draft registration statement or an amendment on EDGAR, it must continue to make submissions using that system.