SUPPORTING STATEMENT FOR FORM 6-K
This submission under the Paperwork Reduction Act of 1995, 44 U.S.C. Section 3501 et seq., consists of this supporting statement and the following exhibits:
Statutory Authority
Form 6-K
A. Justification
Necessity of Information Collection
One of the chief purposes for which congress enacted the Securities Exchange Act of 1934, (the “Exchange Act”), was to ensure that issuers that invite the public to invest in their securities provide the public with sufficient information to make informed and knowledgeable investment decisions. Congress recognized that one of the principal barriers to a fair and honest market was the secrecy surrounding the financial condition of issuers. The provisions that Congress included in the Exchange Act to ensure that investors received sufficient issuer-oriented information consisted of Sections 12(a), 12(b), and 13(a). Section 12(a) requires securities traded on a national securities exchange to be registered. Section 12(b) authorizes the Commission, as the administering agency, to require disclosure of specific kinds of information concerning the issuer, as it deems necessary and appropriate for the protection of investors. The Commission can require information about the organization, its financial structure, the nature of its business and any outstanding securities. Under Section 13(a), the Commission is authorized to specify periodic reporting requirements for issuers with securities registered pursuant to Section 12, thus ensuring that the information issuers provide pursuant to Sections 12 and 13 together were regarded by Congress as the minimum necessary for the adequate protection of investors.
One of the basic forms foreign private issuers use to satisfy the reporting requirement of the Exchange Act is Form 6-K. Form 6-K is used by foreign private issuers to report information: (i) required to be made public in the country of their domicile; (ii) filed with and made public by foreign stock exchange on which its securities are traded; or (iii) distributed to security holders. The report must be furnished promptly after such material is made public.
Purposes of, and Consequences of Not Requiring, the Information
Collection
The information required to be filed with the Commission permits verification of compliance with securities law requirements and assures the public availability and dissemination of such information. The information filed with the Commission under cover of Form 6-K can be used by security holders, investors, broker-dealers, investment banking firms, professional securities analysts and others in evaluating securities and making investment decisions with respect to foreign private issuers. Also, all investors benefit indirectly from Form 6-K submissions, as direct users effect transactions in securities on the basis of current information about the issuer’s business and operations included in such filings, thereby causing the market prices of foreign securities to reflect such information.
3. Role of Improved Information Technology and Obstacles to
Reducing Burden
The Commission now requires most foreign issuers and foreign governments to file their securities documents, including registration statements, reports and other documents electronically using its Electronic Data Gathering, Analysis and Retrieval (EDGAR) system. Also, information technology advancements and the modernization of the EDGAR system, should serve to reduce initial and ongoing EDGAR cost for foreign issuers.
4. Efforts to Identify Duplication
There is no other public source for the information required on Form 6-K.
5. Effect on Small Entities
Small business entities issuers are required to provide adequate information to permit investors to make informed investment decisions. Requiring foreign issuers and foreign governments to file using the EDGAR system should reduce the costs of filing for foreign issuers, as well as lessen the economic impact on small entities.
Consequences of Less Frequent Collection
Not Applicable.
Inconsistencies with Guidelines in 5 CFR 1320.6
Not applicable.
8. Consultations Outside the Agency
Before being adopted, Form 6-K was proposed for public comment. No comments were received on this request during the 60-day comment period prior to OMB’s approval this submission.
9. Payment or Gift to Respondents
Not applicable.
10. Assurance of Confidentiality
Not applicable.
11. Sensitive Questions
Not applicable.
12. Estimate of Respondent Reporting Burden
Form 6-K takes approximately 8.7 hours per response to prepare and is filed by 12,022 issuers annually. We estimate that 75% of the 8.7 hours per response (6.525 hours) is prepared by the issuer for an annual reporting burden of 78,444 hours (6.525 hours per response x 12,022 responses). The estimated burden hours are solely for the purpose of the Paperwork Reduction Act. They are not derived from a comprehensive or even a representative survey or study of the cost of Commission rules and forms.
Estimate of Total Annualized Cost Burden
We estimate that 25% of the 8.7 hours per response (2.175 outside hours) is prepared by the issuer’s outside counsel. We estimate that Form 6-K cost is $400 per hour ($400 cost per hour x 2.175 hours per response x 12,022 responses) for a total cost of $10,459,140. The estimated cost is made solely for the purposes of the Paperwork Reduction Act. The cost is not derived from a comprehensive or even a representative survey or study of the cost of Commission rules and forms.
Estimate of Cost to Federal Government
The estimated cost to the federal government to process Form 6-K is $10,000.
Explanation of Changes in Burden and Costs
The increase of 13,075 burden hours and the increase in cost burden of $163,365 are due to adjustments. The change in burden hours is due to an adjustment in the number of Forms 6-K expected to be file with the Commission and adjustment in how the Commission calculates reporting burdens. The increase in cost burden is due to adjustment in how the Commission calculates cost burdens.
16. Information Collections Planned for Statistical Purposes
Not applicable.
17. Explanation as to Why Expiration Date Will Not be Displayed
Not applicable.
B. Collection of Information Employing Statistical Methods
Not applicable.
| File Type | application/msword |
| File Title | SUPPORTING STATEMENT FOR ADOPTED RULE AMENDMENTS MANDATING EDGAR FILING FOR FOREIGN ISSUERS |
| Last Modified By | martinsons |
| File Modified | 2007-12-27 |
| File Created | 2007-12-27 |