17 CFR 232.202 - Continuing hardship exemption.
(a) An electronic filer may apply in writing for a continuing hardship exemption if all or part of a filing, group of filings or submission, other than a Form ID (§§ 239.63, 249.446, 269.7, and 274.402 of this chapter), a Form D ( § 239.500 of this chapter), or an Asset Data File (§ 232.11), otherwise to be filed or submitted in electronic format or, in the case of an Interactive Data File (§ 232.11), to be posted on the electronic filer's corporate Web site, cannot be so filed, submitted or posted, as applicable, without undue burden or expense. Such written application shall be made at least ten business days before the required due date of the filing(s), submission(s) or posting or the proposed filing, submission, or posting date, as appropriate, or within such shorter period as may be permitted. The written application shall contain the information set forth in paragraph (b) of this section.
(1) The application shall not be deemed granted until the applicant is notified by the Commission or the staff.
(2) If the Commission, or the staff acting pursuant to delegated authority, denies the application for a continuing hardship exemption, the electronic filer shall file or submit the required document or Interactive Data File in electronic format or post the Interactive Data File on its corporate Web site, as applicable, on the required due date or the proposed filing, submission, or posting date, or such other date as may be permitted.
(3) If the Commission, or the staff acting pursuant to delegated authority, determines that the grant of the exemption is appropriate and consistent with the public interest and the protection of investors and so notifies the applicant, the electronic filer shall follow the procedures set forth in paragraph (c) of this section.
(b) The request for the continuing hardship exemption shall include, but not be limited to, the following:
(1) The reason(s) that the necessary hardware and software is not available without unreasonable burden and expense;
(2) The burden and expense involved to employ alternative means to make the electronic submission or posting, as applicable; and/or
(3) The reasons for not submitting electronically the document, group of documents or Interactive Data File or not posting the Interactive Data File, as well as the justification for the requested time period.
(c) If the request is granted with respect to:
(1) Electronic filing of a document or group of documents, not electronic submission or posting of an Interactive Data File, then the electronic filer shall submit the document or group of documents for which the continuing hardship exemption is granted in paper format on the required due date specified in the applicable form, rule or regulation, or the proposed filing date, as appropriate and the following legend shall be placed in capital letters at the top of the cover page of the paper format document(s):
(2) Electronic submission of an Interactive Data File, then the electronic filer shall substitute for the Interactive Data File in the exhibit in which it was required a document that sets forth one of the following legends, as appropriate:
(d) If a continuing hardship exemption is granted for a limited period of time for:
(1) Electronic filing of a document or group of documents, not electronic submission or posting of an Interactive Data File, then the grant may be conditioned upon the filing of the document or group of documents that is the subject of the exemption in electronic format upon the expiration of the period for which the exemption is granted. The electronic format version shall contain the following statement in capital letters at the top of the first page of the document:
(2) Electronic submission or posting of an Interactive Data File, then the grant may be conditioned upon the electronic submission and posting, as applicable, of the Interactive Data File that is the subject of the exemption upon the expiration of the period for which the exemption is granted.
Where a continuing hardship exemption is granted with respect to an exhibit only, the paper format exhibit shall be filed under cover of Form SE (§§ 239.64, 249.444, 269.8 and 274.403 of this chapter).
If the exemption relates to an exhibit only and a confirming electronic copy of the exhibit is required to be submitted, the exhibit should be refiled in electronic format in an amendment to the filing to which it relates. The confirming copy tag should not be used. The amendment should note that the purpose of the amendment is to add an electronic copy of an exhibit previously filed in paper pursuant to a continuing hardship exemption.
Failure to submit a required confirming electronic copy of a paper filing made in reliance on a continuing hardship exemption granted pursuant to paragraph (d) of this section will result in ineligibility to use Forms S-2, S-3, S-8, F-2 and F-3 (see, §§ 239.12, 239.13, 239.16b, 239.32 and 239.33, respectively), restrict incorporation by reference of the document submitted in paper (see Rule 303 of Regulation S-T ( § 232.303), and toll certain time periods associated with tender offers (see Rule 13e-4(f)(12) ( § 240.13e-4(f)(12)) and Rule 14e-1(e) ( § 240.14e-1(e))).
Failure to submit or post, as applicable, the Interactive Data File as required by Rule 405 by the end of the continuing hardship exemption if granted for a limited period of time, will result in ineligibility to use Forms S-3, S-8, and F-3 ( §§ 239.13, 239.16b and 239.33 of this chapter), constitute a failure to have filed all required reports for purposes of the current public information requirements of Rule 144(c)(1) ( § 230.144(c)(1) of this chapter), and, pursuant to Rule 485(c)(3), suspend the ability to file post-effective amendments under Rule 485(b) ( § 230.485 of this chapter).
- 17 CFR 239.33 — Form F-3, for Registration Under the Securities Act of 1933 of Securities of Certain Foreign Private Issuers Offered Pursuant to Certain Types of Transactions.
- 17 CFR 240.14e-1 — Unlawful Tender Offer Practices.
- 17 CFR 239.13 — Form S-3, for Registration Under the Securities Act of 1933 of Securities of Certain Issuers Offered Pursuant to Certain Types of Transactions.
- 17 CFR 270.8b-32 — Incorporation of Exhibits by Reference.
- 17 CFR 229.601 — (Item 601) Exhibits.
- 17 CFR 249.322 — Form 12b-25 - Notification of Late Filing.
- 17 CFR 240.13e-4 — Tender Offers by Issuers.
- 17 CFR 240.14a-12 — Solicitation Before Furnishing a Proxy Statement.
- 17 CFR 270.8b-25 — Extension of Time for Furnishing Information.
- 17 CFR 239.16b — Form S-8, for Registration Under the Securities Act of 1933 of Securities to Be Offered to Employees Pursuant to Employee Benefit Plans.
- 17 CFR 200.30-1 — Delegation of Authority to Director of Division of Corporation Finance.
- 17 CFR 200.30-3 — Delegation of Authority to Director of Division of Trading and Markets.
- 17 CFR 200.30-5 — Delegation of Authority to Director of Division of Investment Management.
- 17 CFR 232.102 — Exhibits.
- 17 CFR 232.303 — Incorporation by Reference.
- 17 CFR 230.493 — Additional Schedule B Disclosure and Filing Requirements.
- 17 CFR 232.202 — Continuing Hardship Exemption.
- 17 CFR 240.12b-25 — Notification of Inability to Timely File All or Any Required Portion of a Form 10-K, 20-F, 11-K, N-Sar, N-Csr, 10-Q, or 10-D.