On May 7, 2003, the Securities and Exchange Commission (“SEC”) published its final rule regarding mandated electronic filing and website posting for Forms 3, 4, and 5. The final rule can be viewed at http://www.sec.gov/rules/final/33-8230.htm and we encourage all of our clients to review the release.
The purpose of this Memorandum is to remind clients that if you maintain a corporate website, you are required beginning June 30, 2003 to post on your website (or provide a link on your website to) all Forms 3, 4, and 5 filed with respect to your securities by the end of the business day after filing.
You may satisfy this requirement by either posting the filings directly, or by hyperlinking to reports via a third-party service, as long as the following conditions are met:
- the forms are made available in the required time frame (i.e. by the end of the business day after filing);
- access to the reports is free of charge to the user;
- the display format allows retrieval of all information in the forms;
- the medium to access the forms is not so burdensome that the intended users cannot effectively access the information provided;
- the access includes any exhibits or attachments;
- access to the forms is through the issuer website address the issuer normally uses for disseminating information to investors; and
- any hyperlink is directly to the Section 16 forms (or to a list of the Section 16 forms) relating to the posting issuer instead of just to the home page or general search page of the third-party service.
Because of the obligation to post the filings within one business day of their filing, and the obligation to keep the filings constantly current, and because of the Company’s inability to control the timely receipt of forms from filing shareholders, we are recommending to most of our clients that they elect to hyperlink to a third-party service. The SEC’s website is the most convenient option, with some adjustments as set forth below.
- Using Microsoft Corp. as an example, go to the SEC’s EDGAR search page at http://www.sec.gov/edgar/searchedgar/companysearch.html
- If you go down to the data input box and type in Microsoft, then under the “Ownership Forms 3, 4, and 5?” select “Only”, and then click on “Find Companies,” it will show you all of the Forms 3, 4, and 5 for Microsoft.
- Now go to the address bar of your web browser, and select and copy the long website address. In this case, it is http://www.sec.gov/cgi-bin/browse-edgar?company=microsoft&CIK=&filenum=&State=&SIC=&owner=only&action=getcompany
- This long address is the hyperlink that can be provided. In many instances, the hyperlink can be re-named, yet still provide a link to the desired Internet location, for example this long link has been renamed Microsoft Forms Link
The information contained in this Memorandum is summary in nature, is for informational purposes only, and is not to be considered or relied upon as legal advice. Please contact our office if you have any questions.
