Form 6-Ksuporting statement.2020

SUPPORTING STATEMENT
FOR THE PAPERWORK REDUCTION ACT INFORMATION COLLECTION
SUBMISSION FOR FORM 6-K
A.

JUSTIFICATION
1.

Circumstances Making the Collection of Information Necessary

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.
2. Purpose and Use of 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.

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3.

Consideration Given to Information Technology

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.

Duplication of Information
There is no other public source for the information required on Form 6-K.

5.

Reducing the Burden 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.
6.

Consequences of Not Conducting Collection

Persons in the United States considering investment in securities issued by foreign
private issuers would find it more difficult and expensive to obtain the same information
provided to foreign investors when making investment decisions. Also, to require less
frequent reporting by foreign issuers would discriminate against domestic issuers.
7.

Special Circumstances
There are no special circumstances.

8.

Consultations with Persons Outside the Agency

No comments were received during the 60-day comment period prior to OMB’s
review of this submission.
9.

Payment or Gift to Respondents
No payment or gift has been provided to any respondents.

10.

Confidentiality
Form 6-K is a public document.

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11.

Sensitive Questions

No information of a sensitive nature, including social security numbers, will be
required under this collection of information. The information collection collects basic
Personally Identifiable Information (PII) that may include signature of the official signing
on behalf of the entity. However, the agency has determined that the information
collection does not constitute a system of record for purposes of the Privacy Act.
Information is not retrieved by a personal identifier. In accordance with Section 208 of
the E-Government Act of 2002, the agency has conducted a Privacy Impact Assessment
(PIA) of the EDGAR system, in connection with this collection of information. The
EDGAR PIA, published on February 5, 2020, is provided as a supplemental document
and is also available at https://www.sec.gov/privacy.
12.

Estimate of Respondent Reporting Burden
Table of Reporting Burden Due to an Extension Request
Information
Collection
Title
Form 6-K

OMB Control
Number

Number of
Responses

Burden
Hours

3235-0116

34,794

227,031

For Purposes of the Paperwork Reduction Act (“PRA”), we estimate that
Form 6-K takes approximately 8.7 hours per response to comply with the collection of
information requirements and is filed by 34,794 respondents. We derived our burden
hour estimates by estimating the average number of hours it would take an issuer to
compile the necessary information and data, prepare and review disclosure, file
documents and retain records. In connection with rule amendments to the form, we
occasionally receive PRA estimates from public commenters about incremental burdens
that are used in our burden estimates. We believe that the actual burdens will likely vary
among individual issuers based on the nature of their operations. We further estimate
that 75% of the collection of information burden is carried by the foreign private issuer
internally and that 25% of the burden of preparation is carried by outside professionals
retained by the company. Based on our estimates, we calculated the total reporting
burden to be 227,031 hours ((75% x 8.7 total burden hours per response) x 34,794
responses). For administrative convenience, the presentation of the totals related to the
paperwork burden hours have been rounded to the nearest whole number and the cost
totals have been rounded to the nearest dollar.

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13.

Estimate of Total Annualized Cost Burden
Table of Cost Burden Due to Extension Request
Information
Collection Title

OMB Control
Number

Number of
Responses

Cost
Burden

Form 6-K

3235-0116

34,794

$30,270,780

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 34,794 responses) for a total cost
of $30,270,780. We estimate an hourly cost of $400 for outside legal and accounting
services used in connection with public company reporting. This estimate is based on our
consultations with registrants and professional firms who regularly assist issuers in
preparing and filing disclosure documents with the Commission. Our estimates reflect
average burdens, and therefore, some companies may experience costs in excess of our
estimates and some companies may experience costs that are lower than our estimates.
For administrative convenience, the presentation of the totals related to the paperwork
burden hours have been rounded to the nearest whole number and the cost totals have
been rounded to the nearest dollar.
14.

Costs to Federal Government

The annual cost of reviewing and processing disclosure documents, including
registration statements, post-effective amendments, proxy statements, annual reports and
other filings of operating companies amounted to approximately $103,479,690 in fiscal
year 2019, based on the Commission’s computation of the value of staff time devoted to
this activity and related overhead.
15.

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

16.

Information Collection Planned For Statistical Purposes
The information collection is not planned for statistical purposes.

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17.

Approval to Omit OMB Expiration Date

We request authorization to omit the expiration date on the electronic version of
the form, although the OMB control number will be displayed. Including the expiration
date on the electronic version of this form will result in increased costs, because the need
to make changes to the form may not follow the application’s scheduled version release
dates.
18.

Exceptions to Certification for Paperwork Reduction Act Submissions

There are no exceptions to certification for the Paperwork Reduction Act
submissions.

B.

STATISTICAL METHODS
The information collection does not employ statistical methods.