Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

Rule 101 -- Mandated Electronic Submissions and Exceptions

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1. Mandated electronic submissions.
   
   
   1. The following filings, including any related correspondence and supplemental information, except as otherwise provided, shall be submitted in electronic format:
      
      
      1. Registration statements and prospectuses filed pursuant to the Securities Act or registration statements filed pursuant to Sections 12(b) or 12(g) of the Exchange Act;
         
         
      2. Statements and applications filed with the Commission pursuant to the Trust Indenture Act (15 U.S.C. 77aaa, et seq.), other than applications for exemptive relief filed pursuant to section 304 (15 U.S.C. 77ddd) and section 310 (15 U.S.C. 77jjj) of that Act;
         
         
      3. Statements, reports and schedules filed with the Commission pursuant to section 13, 14, or 15(d) of the Exchange Act, and proxy materials required to be furnished for the information of the Commission in connection with annual reports on Form 10-K or Form 10-KSB filed pursuant to section 15(d) of the Exchange Act;
         
         

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         Note to paragraph (a)(1)(iii).
         
         Electronic filers filing Schedules 13D and 13G with respect to foreign private issuers should include in the submission header all zeroes (i.e., 00-0000000) for the IRS tax identification number because the EDGAR system requires an IRS number tag to be inserted for the subject company as a prerequisite to acceptance of the filing.
         

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      4. Documents filed with the Commission pursuant to sections 8, 17, 20, 23(c), 24(e), 24(f), and 30 of the Investment Company Act; provided, however, that submissions under section 6(c) or 17(g) of that Act, or documents related to applications for exemptive relief under any section of that Act, shall not be made in electronic format; and
         
         
      5. Documents filed with the Commission pursuant to the Public Utility Act.
         
         
      6. Form CB filed or submitted under Rule 230.801 or 230.802 of this chapter or Rule 240.13e-4(h)(8), 240.14d-1(c), or 240.14e-2(d) of this chapter if the party filing or submitting the Form CB is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.
         
         
      7. Form F-X except as otherwise provided by Rule 232.101(b)(9);
         
         
      8. Form F-N filed by foreign banks and insurance companies and certain of their holding companies and finance subsidiaries under Rule 230.489 of this chapter;
         
         
      9. Form ID, except that the authenticating document required by Rule 10(b) of Regulation S-T shall not be filed in electronic format, and related correspondence and supplemental information submitted after filing Form ID shall not be submitted in electronic format;
         
         
      10. Form 25;
          
          
      11. Form TA-1, Form TA-2, and Form TA-W; and
          
          
      12. Forms 15 and 15F.
          
          
   2. The following amendments to filings, including any related correspondence and supplemental information except as otherwise provided, shall be submitted as follows:
      
      
      1. Any amendment to a filing by or relating to a registrant required to file electronically, including any amendment to a paper filing, shall be submitted in electronic format;
         
         
      2. The first electronic amendment to a paper format Schedule 13D (Rule 13d- 101 of this chapter) or Schedule 13G (Rule 13d-102 of this chapter), shall restate the entire text of the Schedule 13D or 13G, but previously filed paper exhibits to such Schedules are not required to be restated electronically. See Rule 102 regarding amendments to exhibits previously filed in paper format. Notwithstanding the foregoing, if the sole purpose of filing the first electronic Schedule 13D or 13G amendment is to report a change in beneficial ownership that would terminate the filer's obligation to report, the amendment need not include a restatement of the entire text of the Schedule being amended.
         
         
   3. Supplemental information shall be submitted in electronic format except as provided in paragraph (c)(2) of this section. The information shall be stored in the non-public EDGAR data storage area as correspondence. Supplemental information that is submitted in electronic format shall not be returned.
      
      

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      Note:
      
      Failure to submit a required electronic filing pursuant to this paragraph (a), as well as any required confirming electronic copy of a paper filing made in reliance on a hardship exemption, as provided in Rules 201 and 202 of Regulation S-T , will result in ineligibility to use Forms S-2, S-3, S-8, F-2 and F-3, restrict incorporation by reference of the document submitted in paper (see Rule 303 of Regulation S-T ), or toll certain time periods associated with tender offers (see Rule 13e-4(f)(12) and Rule 14e-1(e)).

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2. Permitted electronic submissions. The following documents may be submitted to the Commission in electronic format, at the option of the electronic filer:
   
   
   1. Annual reports to security holders furnished for the information of the Commission pursuant to Rule 14a-3(c) or Rule 14c-3(b), or pursuant to the requirements of Form 10-K or Form 10-KSB filed by registrants pursuant to Section 15(d) of the Exchange Act.
      
      
   2. Notices of exempt solicitation furnished for the information of the Commission pursuant to Rule 14a-6(g) and notices of exempt preliminary roll-up communications furnished for the information of the Commission pursuant to Rule 14a-6(n);
      
      
   3. Form 11-K. Registrants who satisfy their Form 11-K filing obligations by filing amendments to Forms 10-K or 10-KSB, as provided by Rule 15d-21, also may choose to file such amendments in paper or electronic format;
      
      
   4. Form 144, where the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act ;
      
      
   5. Periodic reports and reports with respect to distributions of primary obligations filed by:
      
      
      1. The International Bank for Reconstruction and Development under Section 15(a) of the Bretton Woods Agreements Act and Part 285 of this chapter;
         
         
      2. The Inter-American Development Bank under Section 11(a) of the Inter-American Development Bank Act and Part 286 of this chapter;
         
         
      3. The Asian Development Bank under Section 11(a) of the Asian Development Bank Act and Part 287 of this chapter;
         
         
      4. The African Development Bank under Section 9(a) of the African Development Bank Act and Part 288 of this chapter;
         
         
      5. The International Finance Corporation under Section 13(a) of the International Finance Corporation Act and Part 289 of this chapter; and
         
         
      6. The European Bank for Reconstruction and Development under Section 9(a) of the European Bank for Reconstruction and Development Act and Part 290 of this chapter;
         
         
   6. A report or other document submitted by a foreign private issuer under cover of Form 6-K (Rule 249.306 of this chapter) that the issuer must furnish and make public under the laws of the jurisdiction in which the issuer is incorporated, domiciled or legally organized (the foreign private issuer's "home country"), or under the rules of the home country exchange on which the issuer's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the issuer's security holders, and, if discussing a material event, has already been the subject of a Form 6-K or other Commission filing or submission on EDGAR;
      
   7. Form CB if the party filing or submitting the Form CB is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act
      
      
   8. Form F-X if:
      
      
      1. The party filing or submitting a Form CB is not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act; or
         
         
      2. Filed by a Canadian issuer when qualifying an offering statement pursuant to the provisions of Regulation A; and
         
         
   9. Documents filed with the Commission pursuant to section 33 of the Investment Company Act.
      
      
      
3. Documents to be submitted in paper only. The following shall not be submitted in electronic format:
   
   
   1. 1. Confidential treatment requests and the information with respect to which confidential treatment is requested;
         
         
      2. Preliminary proxy materials and information statements with respect to a matter specified in Item 14 of Schedule 14A for which confidential treatment has been requested in the manner prescribed by Rule 14a-6(e)(2) or Rule 14c-5(d)(2);
         
         
   2. Supplemental information, if the submitter requests that the information be protected from public disclosure under the Freedom of Information Act pursuant to a request for confidential treatment under Rule 83 or if the submitter requests that the information be returned after staff review and the information is of the type typically returned by the staff pursuant to Rule 418(b) of Regulation C or Rule 12b-4 of Regulation 12B ;
      
      
   3. Shareholder proposals and all related correspondence submitted pursuant to Rule 14a-8 of the Exchange Act;
      
      
   4. No-action and interpretive letter requests (200.81 of this chapter and 12(h));
      
      
   5. Applications for exemptive relief filed pursuant to Sections 304 and 310 of the Trust Indenture Act.
      
      
   6. Filings relating to offerings exempt from registration under the Securities Act, including filings made pursuant to Regulation A (Rules 251 -263 under the Securities Act of 1933) , Regulation D (Rules 501- 506 under the Securities Act of 1933) and Regulation E (Rules 601-610a under the Securities Act of 1933), as well as filings on Form 144 where the issuer of the securities is not subject to the reporting requirements of section 13 or 15(d) of the Exchange Act.
      
      
   7. Promotional and Sales Material submitted pursuant to Securities Act Industry Guide 5 or otherwise supplementally furnished for review by the staff of the Division of Corporation Finance.
      
      
   8. Documents and symbols in a foreign language (see Rule 306 of Regulation S-T);
      
      
   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.
      
      
   10. Documents relating to investigations and litigation submitted pursuant to the Commission's Rules of Practice (Subpart D of Part 201 of Title 17 of the Code of Federal Regulations);
       
       
   11. Submissions under Sections 6(c), 17(g), and 33 of the Investment Company Act and documents related to applications for exemptive relief under any section of the Act;
       
       
   12. Annual Reports to Security Holders furnished by Public Utility Holding Companies under Exhibit A to Form U5S or under Rule 29;
       
       
   13. Reports to State Commissions, if furnished by Public Utility Holding Companies under Exhibit E to Form U5S;
       
       
   14. Maps furnished by Public Utility Holding Companies under Exhibits E to Forms U5B and U-1 .
       
       
   15. Form F-6;
       
       
   16. Annual reports filed with the Commission by indenture trustees pursuant to Section 313 of the Trust Indenture Act;
       
       
   17. Applications for an exemption from Exchange Act reporting obligations filed pursuant to Section 12(h) of the Exchange Act; and
       
       

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