SEC Mandates Electronic Filing and Website Posting for Forms 3, 4 and 5

On April 24, 2003, the Securities and Exchange Commission approved final rules requiring insiders to file all Forms 3, 4 and 5 by EDGAR. In addition, all issuers with company websites must post these § 16 reports on their site. Both requirements go into effect on June 30, 2003. These rules were required by § 403 of the Sarbanes-Oxley Act of 2002. The SEC’S adopting release is available at www.sec.gov/rules/final/33-8230.htm.

Electronic Filing of § 16 Reports

To facilitate the filing of all § 16 Reports (Forms 3, 4 and 5) electronically, the SEC has designed a new on-line filing system for these reports. Filings may be made through the SEC’s web-based system or a compatible third-party service, such as a financial printer. In order to make electronic filings, all insiders must obtain SEC access codes by submitting a Form ID. The access codes must be obtained before an insider is required to file a report in order to meet the SEC’s new second business day filing requirement.

Website Posting of § 16 Reports

Now that Forms 3, 4 and 5 must be filed electronically, issuers are also required to post § 16 reports filed by the company’s insiders on their website. The reports must be posted by the end of the business day after filing and remain accessible on the company’s website for at least twelve months. The posting requirement may be met either by providing access directly to the report, or by hyperlinking to the SEC’s website or another third-party site, such as 10KWizard. However, it is not sufficient to provide a link to all of the company’s filings (for example, “Click here to view our SEC’s reports”). Instead, the link must access only § 16 filings (“Click here to view § 16 filings”). A simple approach is to link directly to the SEC’s website by using the following address: http://www.sec.gov/cgi-bin/browse-edgar?company=&CIK=[Insert CIK]&owner=only&action=getcompany.

For more information regarding the new electronic filing and posting requirements, please contact one of our securities attorneys.