Form SD
You can create and maintain your Specialized Disclosure Report (e.g., Conflict Minerals Disclosure) in Certent DM Word. At this time, Form SD is not available in Filing Wizard and must be filed directly through the EDGARElectronic Data Gathering, Analysis, and Retrieval (EDGAR), is a SEC system used by public companies to transmit filings of annual and quarterly reports and other disclosures. website.
Report Setup
Use the Report Setup process to set up and format your Form SD and Exhibit 1.01 reports. Remember to use Hyperlink Attached Exhibit to create a link to its exhibit. Email formatting.services@certent.com for questions or assistance.
Exhibit 1.01
Remember to set up Exhibit 1.01 (Conflict Minerals Report) as a separate DM Word report in the same project, so you can attach it as an exhibit during filing.
Timing
Form SDs are typically due no later than May 31; discuss your filing requirements with your legal counsel. According to the SEC:
A report on this Form shall be filed on EDGAR no later than May 31 after the end of the issuer’s most recent calendar year.
Filing Directly through EDGAR
- Copy Project from last year, or create a New Report in Certent DM Word, and Review HTML.
- Use Filing Wizard to generate HTML files.
- File through the EDGAR site.
SEC Instructions
For the detailed SEC instructions on this form, see Form SD.
This is a short video to show how to file directly through EDGAR. We find this is most common with Form SD or Form PRE 14A. Otherwise we suggest using Certent Disclosure Management's Filing Wizard inside the software. For self-filers, you'll need your CIK, CCCThe CIK Confirmation Code (CCC) is a case-sensitive code used with the CIK to submit an EDGAR filing. The CCC is eight characters long, with a minimum of one number (0-9) and a minimum of one special character (@, #, &, *)., and Password for this process. As far as browser, no browser is perfect, but we found that Chrome is one of the better options. If you have problems with Chrome and you're not able to get through the process, please reach out to our Support team. There are three steps to this process. First, load the files into the Disclosure Management platform. Please reach out if you'd like assistance. Ensure that you are satisfied with the HTML preview output. The next step is to use Filing Wizard to generate HTML from your documents. Then, we'll take the HTML that was generated and use it to file directly with EDGAR.
In the Disclosure Management platform, I opened my Form SD, which is the main document, and then we'll go to the CrossFire ribbon. Click on Filing Wizard, which opens the Filing Wizard window. If you don't already have your Form SD or the form you need to file in the Disclosure Management platform, reach out to Support or your dedicated accountant and we can help you get it loaded, and then make sure to review the HTML before you get to this part of the process. In order to generate the files, we'll have to select a file type from Submission Type Naming. Here you could use 8-K or CORRESP; it's not going to be the actual form type used for filing -- we'll select that on EDGAR. This is just going to be the name of the HTML file, which has no relevance to the filing. You can see I chose CORRESP. For Prefix, enter your ticker symbol, all in lower case, and then enter your credentials: CIK, CCC, and Password. Then, click Next. Here you need to enter something in these fields in order to proceed. On the next screen, you can see the Form SD is already attached as the Current Folio, then we'll need to attach the exhibit. Under the File Type box, scroll down and select an exhibit -- here I just picked COVER, and then renamed it to what I would like it to say, EX-1.01. Then click Add File. Navigate to where the report is saved on the DM platform. Click Next. Now we're in the process of generating the HTML. You can see it shows hyperlinks that let you see the HTML preview of each of the documents. I recommend taking one more look through here. Again, if you have questions, please reach out for help. You don't need to click Next here, instead, just click Cancel. We're not going to test or live file through Filing Wizard for the SD or PRE 14A.
We'll open up the Chrome browser to get started going to the EDGAR site. We'll go to https://edgarfiling.sec.gov; this is the main page of EDGAR. You can see on the first page to enter your CIK and Password to log in. On the left side of your screen, select EDGARLink Online Form Submission. On the right side, scroll down and select the form type you're using, here, form SD, and click Go to Form. The first thing to do on this page is to change from Live to Test file; unfortunately the default is Live. Enter your submission contact information, check if you'd like a return copy, and fill in all the information on the left. Enter your CIK and CCC again, and then for Form SD, we need to select if we're under rule 13p-1 or 13q-1; more commonly we see 13p-1. If you're not sure, refer to your past filings on the SEC or look at the cover page of your Form SD. Here we're going to select the items that we have, both Item 1.01 and 1.02, and the period is for the end of the prior fiscal year. Next click to the Documents tab. Then we'll click Add Documents. This is going to allow us to browse for those HTML files we created. When we used Filing Wizard to generate the HTML, it goes to a folder on your desktop that's called CertentDMFilingWizard. Then, sort by Date Modified to make sure you have the most recent version. Inside that folder are the HTML files and any image files, if you have graphics in your document as well. Click Add Documents and then navigate to that CertentDMFilingWizard folder and select the HTML files. If you have multiple, you can use Ctrl+click to multi-select, if you're using Chrome. Next to each file, you'll use the Type dropdown to select the SEC form type. In the Description field, you can type your preferred description; most commonly, we see using the form name. Next, check the box to select all of your documents, then click Doc Validation. Remember that document validation doesn't replace test filing. Click through the other tabs at the top of the screen to make sure that you've checked all the boxes. Other form types may have other requirements of what you need to fill in before filing. Before we submit our test filing, click Save. This is going to allow us to save our settings, so that when we come back to live file immediately after, we won't have to re-enter all this information. When I click Save, you'll see at the bottom of the screen it downloaded a file using Chrome that's a .eis file. You can't really open the .eis file directly; it's specific to EDGAR. Use Show In Folder to see where the file saved, and then cut and paste, or move the file into the same CertentDMFilingWIzard folder where the HTML files live. Once you've got that saved and moved over, confirm you're on test filing, then click Submit. The pop-up window will give you your accession number; I would suggest to copy that number. When you click out of that screen, it takes you back to the main EDGAR page. On the upper left, this time select Retrieve/Edit Data. Enter your CIK and CCC, then click Continue. Select the first item, Retrieve Submission Information. There are two options on how to retrieve the submission information: you can paste in the accession number that you copied, or you can select Live, Test, or Both type of filings and a date range. Then click Get Submission Information. Here it's showing you the results, and you may also have received these in email. After reviewing that there are no errors or warnings in the test filing, we're ready to live file. I only suggest using Restore and the .eis file if you're live filing immediately after a successful test filing. When you're ready to live file, click on EDGARLink Online Form Submission on the top left of the page. Again, select the form type you need, and click Go to Form. Instead of filling in the information again, this time click Restore, then use Choose File to navigate to the .eis file we saved. This will bring in all the settings and attached documents you used in your test filing. When you restore your .eis file, it will remember that you had selected Test filing, so don't forget to change it back to Live, and double check the settings on the other tabs. When you're ready, click Submit. This will bring up the window with the accession number again, so we suggest copy-pasting it, and then going back to the Retrieve/Edit Data again. Enter CIK and CCC. Remember, your live filing is not complete until you have confirmed the submission is accepted. Please feel free to reach out if we can be of any assistance.
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