New SEC interps

The SEC has posted a few other new interps, relating primarily to interactive data files:

• A Rule 506 offering will not lose "covered security" status under Section 18 of the Securities Act if an issuer fails to file a notice of the offering with the SEC. A "covered security" is defined to include a security with respect to an offering that is exempt from registration under the Act pursuant to SEC rules or regulations issued under Section 4(2) of the Act. Rule 506 was issued under Section 4(2) of the Act. Filing a notice of the offering is not a condition that must be met to qualify for the Rule 506 exemption.

• If a Form 8-K contains audited annual financial statements that are a version of financial statements previously filed with the SEC revised to reflect the effects of certain subsequent events, such as discontinued operations, a change in reportable segments or a change in accounting principle, then under Item 601(b)(101)(i) of Reg S-K, the filer must submit an interactive data file with the Form 8-K for those revised audited annual financial statements. Paragraph 6(a) of General Instruction C of Form 6-K contains a similar requirement. Item 601(b)(101)(ii) of Reg S-K and Paragraph 6(b) of General Instruction C of Form 6-K permit a filer to voluntarily submit an interactive data file with a Form 8-K or 6 K, respectively, under specified conditions. A filer is permitted to voluntarily submit an interactive data file with a Form 8-K or 6-K for other financial statements that may be included in the Form 8-K or 6-K, but for which an interactive data file is not required to be submitted, such as for interim financial statements, other than pursuant to the nine-month updating requirement of Item 8.A.5 of Form 20-F, so long as the filer otherwise complies with Item 601(b)(101)(ii) of Reg S-K and Paragraph 6(b) of General Instruction C of Form 6-K, as applicable.

• If a filer is required to submit an interactive data file with a form other than a Form 8-K or 6-K, the filer may not satisfy this requirement by submitting the interactive data file with a Form 8-K or 6-K. If a filer does not submit an interactive data file with a form as required, the filer must amend the form to include the interactive data file.

• A filer is required to post an interactive data file on the filer's web site, if it has one. The filer cannot comply with this requirement by providing a hyperlink on its web site to the SEC's web site. See Securities Act Release No. 9002 (Jan. 30, 2009). The filer may, however, comply with this requirement by providing a hyperlink on its web site directly to the interactive data file, which is itself on a non-SEC third-party web site, if the hyperlink goes directly to the interactive data file, the interactive data file is made available in the required time frame, and access to the interactive data file is free of charge to the user.