EDGAR Electronic Data Gathering,

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• EDGAR Electronic Data Gathering,
• Analysis and Retrieval System
• EDGAR is a tool to help the SEC fulfill its
  mission of ensuring that investors have access to
  information about the companies that they invest
  in.

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EDGAR Regulation

• Regulation S-T
• Contains the rules about who has to submit their
  SEC filings electronically.
• EDGAR Filer Manual
• Contains technical advice for filers about using
  EDGAR, available on the SECs website.

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Components of EDGAR

• Receipt and acceptance of documents
• Internal Review
• Dissemination of information

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1. Receipt and Acceptance

• Filers can submit their documents over the
  Internet or on magnetic tape.
• Templates for each form can be downloaded from
  the Internet.
• Once received by the SEC, the documents are
  checked to make sure there are no non-executable
  codes in the filing.
• The filer will receive an e-mail indicating
  either that the filing was accepted or that a
  problem must be fixed before acceptance.

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2. Internal System

• SEC staff has its own version of EDGAR
• This system manages most filings and work product
  associated with filings, such as staff comment
  letters.
• Public and non-public information can be found on
  the internal EDGAR system.

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• Dissemination of information is handled by TRW,
  Inc., a private contractor.
• The SEC regulates the price that EDGAR purchasers
  must pay the contractor may only charge its
  cost plus a reasonable profit, so the more users,
  the lower the cost for each user.
• TRW sells access to EDGAR to other companies,
  such as FreeEDGAR and 10-K Wizard.

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• Investors now have instant, free access to EDGAR
  filings.
• Before, there was a 24-hour delay, except to
  paying customers of the EDGAR contractor.
• New rule proposals have made this change
  necessary, such as Regulation F-D, and the
  acceleration of filing dates for certain
  documents.

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• Voluntary pilot program began in 1984
• 1993 The SEC began to phase-in mandatory
  electronic filing for most domestic issuers.
  Documents were submitted in ASCII.
• 1999 The SEC began accepting filings submitted
  in HTML.
• 2000 Filings can now be submitted over the
  Internet.

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• HTML filings were considered official starting in
  1999
• Graphics and images are allowed in HTML
• Executable files are not permitted
• Audio and video components are not permitted
• External links are not permitted, but links
  within SEC website are permitted
• A filer can be subject to the civil liability and
  anti-fraud provisions of the U.S. securities laws
  for anything on hyperlinked sites.

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• Filers may submit an unofficial PDF version of
  official filings (ASCII or HTML)
• Filers are not required to submit PDF versions
• PDF files may include graphics
• PDF files must accompany an official filing

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• Amendments to Regulation S-T
• As of November 2002, foreign filers will have to
  file electronically in most circumstances
• In addition, Forms 4 and 5 must now be filed
  electronically

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• EDGAR is not intuitive for filers
• It is necessary to understand the US securities
  laws to file documents on EDGAR
• Much filer support is needed there are three
  offices in the SEC that answer questions about
  EDGAR over the phone
• The EDGAR office in the Division of Corporation
  Finance received over 10,000 calls in 2001.

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• Filers do not have a second chance once they
  send in their filings, the filings will be
  disseminated across the world in seconds.
• HTML and ASCII are not pretty formats to look at.

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• Issuers, investors and all other securities
  market participants have easy, fast access to
  corporate information.
• EDGAR allows users to search for particular words
  or phrases throughout the entire database.
• EDGAR allows the SEC to manage the tremendous
  amount of information that it receives daily.