Apparently, there are still a number of filings submitted on paper, and the filers are experiencing logistical difficulties submitting them. Once again, in light of health and safety concerns related to COVID-19, the Corp Fin staff is providing relief for specified paper forms submitted for the period from and including April 23, 2020 to June 30, 2020.
The paper forms include the following:
- “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.”
The staff advises that it will not recommend enforcement action if the filers submit these documents by email instead of mailing or delivering the paper document to the SEC, so long as “the filer attaches a complete document, including any required exhibits, as PDF attachments to an email sent to CorporationFinancePaperForms@SEC.gov.” Note that the staff has already provided separate relief regarding paper Form 144 submissions. (See this PubCo post.)
If the filer is unable to provide a manual signature on a document submitted by email, the staff will not recommend enforcement action 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 Commission 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.”
Of course, permitting the use of e-signatures could certainly facilitate this process. (See this PubCo post.) The staff indicates that filers may continue to submit these documents to the SEC mailroom, although there may be processing delays.