As described in our previous alert, SEC Adopts Mandatory Exhibit Hyperlinks and HTML Format Rules, the effective date of these rules is September 1, 2017, which is also the compliance date for most filers. Filers that qualify as smaller reporting companies or non‑accelerated filers under SEC rules will not be required to comply with the final rules for filings submitted in ASCII format until September 1, 2018. The rules apply to Exchange Act reports and Securities Act registration statements that are subject to the exhibit filing requirements under Item 601 of Regulation S‑K, as well as to Forms F‑10 and 20‑F. Affected SEC forms include reports filed on Forms 8‑K, 10‑K, 10‑Q, 10 and 10‑D and registration statements filed on Forms S‑1, S‑3, S‑4, S‑8 and S‑11. The final rules also apply to registration statements on Forms F‑1, F‑3, F‑4, SF‑1 and SF‑3 filed by foreign private issuers.
Action to Take Now
Companies should be prepared to comply with the new rules starting on September 1. Companies should consider reviewing their upcoming Form 10-Q reports (for most companies, the Form 10-Q report for the quarter ended June 30, 2017) to determine which exhibits are likely to be incorporated by reference from previously filed reports or registration statements and obtain properly functional links. Companies should also remember that the new rules require separate hyperlinks to exhibits that are filed with the report or registration statement.
Companies should also consider contacting their financial printer, EDGAR filing agent or EDGAR filing software provider to determine the actions required to file an exhibit index with hyperlinks to exhibits filed with SEC reports and registration statements. The SEC has adopted an updated version of the EDGAR Filer Manual (version 42, July 2017) that reflects the new rules. The relevant section is 5.4.2, Exhibits, which starts on page 205 of the Acrobat® version posted on the SEC website.