On June 25, 2020, in light of the continuation of the coronavirus (“COVID-19”) pandemic, the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC”) issued a statement extending its previous guidance regarding the delivery of certain paper documents to the SEC discussed in our earlier Viewpoints advisory. The Division extended its guidance until it provides public notice that it no longer will be in effect, which notice will be published at least two weeks before the guidance ends. Under the guidance, the Division will not recommend enforcement action to the SEC if the applicable documents are submitted to the SEC via email and the filer attaches a complete document, including any required exhibits, as PDF attachments to an email sent to [email protected].
The Division’s statement covers the following forms:
- Annual reports to security holders furnished by foreign private issuers on Form 6-K pursuant to Rule 101(b)(1) of Regulation S-T;
- Forms 11-K pursuant to Rule 101(b)(3) of Regulation S-T;
- Periodic reports and distribution reports filed by certain international development banks pursuant to Rule 101(b)(5) of Regulation S-T;
- Reports or other documents furnished by foreign private issuers on Form 6–K pursuant to Rule 101(b)(6) of Regulation S-T; and
- Unabridged foreign language documents and English translations of a foreign government’s or its political subdivision’s latest annual budget pursuant to Rules 306(b) and (c) of Regulation S-T.
In addition, if a filer is unable to provide a manual signature on a document submitted by email, the Division will not recommend enforcement action to the SEC if the filer provides a typed form of signature in lieu of the manual signature and:
- the signatory retains a manually signed signature page or other document authenticating, acknowledging, or otherwise adopting his or her signature that appears in typed form within the email submission and provides such document, as promptly as practicable, upon request by Division or other SEC staff;
- such document indicates the date and time when the signature was executed; and
- the filer establishes and maintains policies and procedures governing this process.
Filers may continue to submit these documents to the SEC mailroom, but the Division cautioned that there may be delays in the processing of such documents.
This is in addition to the SEC’s extension of relief for manual signatures to certain filings we discuss in our other Viewpoints advisory and to the Division’s statement extending the ability to file Forms 144 by email to [email protected] until public notice otherwise, which notice will be published at least two weeks before the policy ends.
The SEC continues to state that it will address other issuer-related COVID-19 issues not addressed in its other regulatory relief efforts or other announcements on a case-by-case basis in light of their fact-specific nature.