Adding hyperlinks to exhibits

by Cydney Posner

As discussed in more detail in this PubCo post, beginning September 1, 2017, registration statements and periodic and current reports that are subject to the Reg S-K Item 601 exhibit requirements (or filings on Forms F-10 or 20-F) will be required to include, in the exhibit index of these filings, an active link or hyperlink to each exhibit listed, whether or not the exhibit is incorporated by reference. In addition, because the ASCII format supports cross-references but not functional hyperlinks, to enable the inclusion of hyperlinks, registrants will be required to submit these form and report filings in HTML format. Non-accelerated filers and smaller reporting companies that submit filings in ASCII will not need to comply with these requirements until September 1, 2018. Instructions will be included in Chapter 5 of Volume II of the EDGAR Filer Manual, the final version of which will be available around July 17, but for a preview, a draft version (which is subject to change) is available online.

The new requirements apply to Forms S-1, S-3, S-4, S-8, S-11, F-1, F-3, F-4, F-10, SF-1 and SF-3 under the Securities Act; and Forms 10, 10-K, 10-Q, 8-K, 10-D and 20-F under the Exchange Act. For periodic or current reports, the active hyperlink to each exhibit must be included when the report is filed. In registration statements, the active hyperlink to each exhibit must be included in the initial filing and in each amendment (including each pre-effective amendment). Apparently, filings must comply with these requirements to be timely received and accepted.

While the precise instructions in the Manual far exceed my tech pay grade (as anyone in our IT department will vigorously attest), Section 5.4.2.1 provides instructions for using HTML styles to indicate the location of exhibit links and the summary section, Section 5.4.2.2 describes how to add a hyperlink to an exhibit that was filed with a previous submission in the list of exhibits in the primary document, Section 5.4.2.3 describes how to add a hyperlink to an exhibit that is being filed concurrently with the current filing in the list of exhibits in the primary document.

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