The SEC’s Division of Corporation Finance has announced that beginning on Monday May 14, 2012, a secure e-mail system will allow emerging growth companies (EGCs) to submit draft registration statements to the division for confidential, nonpublic review. Foreign private issuers (FPIs) also may submit draft registrations through this system for non-public review. The secure e-mail system replaces the procedures in Corp Fin’s April 5, 2012 guidance for these submissions. The e-mail system also will be used to send staff comment letters, to receive issuer replies to comments, and to submit amendments to a draft registration statement.
EGCs and FPIs are required to open a secure e-mail account per Corp Fin’s Instructions for Submitting Draft Registration Statements for Confidential/Non-public Review. Submissions must be text searchable PDF files. Additional information to be shared with Corp Fin must be included in a transmittal letter rather than the e-mail text box. An EGC should confirm its EGC status in the transmittal letter. There should be one file for the transmittal letter, one file for the body of the draft registration statement, and one file for each exhibit to the draft registration. Exhibit numbers should match those used in the draft registration exhibit index. Upon receipt of a draft registration, the secure e-mail system will send the EGC/FPI a return receipt.