Regulation S-T.SS.08-04-2011

REGULATION S-T SUPPORTING STATEMENT

A.

Justification
1.

Circumstances Making the Collection of Information Necessary

Regulation S-T governs the Commission’s Electronic Data Gathering, Analysis
and Retrieval (“EDGAR”) system. The EDGAR system is used to electronically submit
reports, schedules, forms and other filings. The cornerstone of the EDGAR rules is
Regulation S-T, where the rules prescribing requirements for electronic filing and the
procedures for making such filings are located. Examples of its coverage includes
identification of filings that must be filed electronically, rules providing exemptions
from electronic filing for specified types of hardships, and rules discussing treatment of
graphic and image material.
Regulation S-T is designed as a supplement to the current paper rules, rather
than as a replacement. Accordingly, a registrant that wants to amend a Securities Act
registration statement, for example, looks to the Rule 470 series of Regulation C. In
addition, existing rules where appropriate have been modified to present an “electronic
filing” paragraph in the rule.
Electronic filers that obtain an exemption under Rule 202 of Regulation S-T
must file the required information in paper in accordance with existing provisions of the
Commission’s regulations and forms.
2.

Purpose and Use of the Information Collection

The principal function of the Commission’s forms and rules under the
disclosure provisions of the federal securities laws is to make information available to
the securities markets. 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. Private contractors
reproduce much of the filed information, and provide it to private parties; many other
persons, such as broker-dealers, investment banking firms and professional securities
analysts also obtain information directly from the Commission to evaluate securities
and make investment and voting decisions with respect to such securities. One of the
primary advantages of EDGAR is the ability to obtain financial and statistical
information in filings. In order for EDGAR to recognize and extract such information,
the information must be tagged in a specific manner.
3.

Consideration Given to Information Technology

The purpose of Regulation S-T is to implement the Commission’s EDGAR
system. The EDGAR system enables the Commission to receive, store, process and
disseminate electronic format information more efficiently.

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4.

Duplication of Information

The Commission is involved in an on-going program designed to integrate the
disclosure requirements of the Securities Act with the disclosure requirements of the
Exchange Act. In so doing, the Commission examines new regulations or amendments
to determine if duplication can be avoided by the integrated disclosure system.
5.

Reducing the Burden on Small Entities

Small entities are not require to file electronically if they satisfy the
requirements of a temporary or continuing hardship exemption which are outlined in
Regulation S-T. The EDGAR system has been designed to accommodate small entities
to the greatest degree possible while still carrying out the Commission’s mandate to
develop a system for the electronic submission of information to the public.
6.

Consequences of Not Conducting Collection
Regulation S-T does not directly imposed any information requirements.

7.

Special Circumstances
There are no special Circumstances at this time.

8.

Consultations with Persons Outside the Agency

Regulation S-T was proposed for public comment. No comments were
received during the 60-day comment period prior to OMB’s approval of this
submission.
9.

Payment or Gift to Respondents
Not applicable.

10.

Confidentiality

Information file under Regulation S-T is available to the public for review
upon request.
11.

Sensitive Questions
Not applicable.

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12.

Estimate of Respondent Reporting Burden

Regulation S-T governs the procedure for filing of forms, reports, schedules
and other documents, but not the substance of the information contained in those forms,
reports, schedules and other documents, it is more feasible and appropriate to report the
burden hours associated with each form, report, schedule or other document. A separate
burden estimate is made for each form, report, schedule and other document that is filed
through EDGAR. Accordingly, a burden estimate for Regulation S-T of one hour is
being submitted for administrative convenience.
13.

Estimate of Total Annualized Cost Burden
Not applicable.

14.

Costs to Federal Government

The staff time devoted to Regulation S-T is limited to interpretation and
review. We estimate that the cost associated with the staff’s time is less than $100,000.
15.

Reason for Change in Burden
There is no change in burden.

16.

Information Collection Planned for Statistical Purposes
Not applicable.

17.

Display of OMB Approval Date

We request authorization to omit the expiration date on the electronic version
of this form for design and scheduling reasons. The OMB control number will be
displayed.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions
Not applicable.

B.

Statistical Methods
Not applicable.