Exhibit Hyperlinks and HTML Format

A Small Entity Compliance Guide[*]

Introduction

On March 1, 2017, the Securities and Exchange Commission adopted rule and form amendments that will make it easier for investors and other EDGAR users to find and access exhibits in registration statements and periodic reports that were originally provided in earlier filings.

What are the requirements of the rules?

The amendments will require registrants to include a hyperlink to each exhibit listed in the exhibit index of any registration statement or report subject to the exhibit requirements under Item 601 of Regulation S-K, or on any Form F-10 or 20-F.  In addition, the amendments will require registrants to file these registration statements and reports on EDGAR in HyperText Markup Language ("HTML") format.  Specifically:

• Registrants will be required to include a hyperlink to each exhibit identified in the exhibit index of the registration statement or report, unless the exhibit is filed in paper pursuant to a temporary or continuing hardship exemption under Rules 201 or 202 of Regulation S-T, or pursuant to Rule 311 of Regulation S-T.  This requirement will apply to the forms for which exhibits are required under Item 601 of Regulation S-K, as well as Forms F-10 and 20-F.  Each exhibit identified in the exhibit index must include an active link to an exhibit that is filed with the registration statement or report, or if the exhibit is incorporated by reference, an active hyperlink to the exhibit separately filed on EDGAR.  The final rules, however, exclude exhibits that are filed with Form ABS-EE and exhibits filed in the eXtensive Business Reporting language ("XBRL") format. 
• Registrants will be required to file any registration statement or report subject to the hyperlinking requirement in HTML format because the American Standard Code for Information Interchange ("ASCII") format cannot support functional hyperlinks.  Any schedules or forms that are not subject to the hyperlinking requirement, such as proxy statements, may continue to be filed in ASCII.
• The new rules will not require registrants to hyperlink to an exhibit that has not been filed electronically, or to refile exhibits that have previously been filed in paper.

What are the compliance dates of the rules?

While the amendments will take effect for most registrants on September 1, 2017, registrants that are smaller reporting companies and filers that are not accelerated or large accelerated filers that submit filings in ASCII will not need to comply with the new rules until September 1, 2018, one year after the effective date. 

The compliance date for Form 10-D filings that will require a hyperlink to an exhibit filed with Form ABS-EE will be delayed until SEC staff completes programming changes to EDGAR that will allow Form 10-D filers to include the Form 10-D and Form ABS-EE in a single EDGAR submission.  The SEC will publish a notice in the Federal Register and on the SEC website (www.sec.gov) announcing the compliance date for these Form 10-D filings.

Other Resources

The adopting release for the new rules can be found on the SEC's website at https://www.sec.gov/rules/final/2017/33-10322.pdf.

Regulation S-K can be accessed through the "Corporation Finance" section of the SEC's website at https://www.sec.gov/divisions/corpfin/ecfrlinks.shtml.

The SEC's disclosure forms can be accessed on the Commission's website at https://www.sec.gov/about/forms/secforms.htm.

Contacting the SEC Staff

The SEC's Division of Corporation Finance is happy to assist small companies and others with questions regarding the amendments.  You may contact the Division for this purpose at (202) 551-3500 or at https://www.sec.gov/forms/corp_fin_interpretive.  

Questions on other SEC regulatory matters concerning smaller reporting companies may be directed to the Division's Office of Small Business Policy by e-mail at the address above, or by telephone at (202) 551-3460.