Submitting Confidential Draft Registration Statements Using EDGAR

As reported here on May 14, the SEC Division of Corporation Finance implemented a secure e-mail system to allow "emerging growth companies" as defined in the Jumpstart our Business Startups (JOBS) Act that have not previously sold securities under the 1933 Act to pre-file confidential registration statements.  On October 3, SEC staff posted a sample letter advising that as of October 1, 2012, such companies are able to submit draft registration statements using EDGAR.  

Issuers will need a CIK (Central Index Key) number to make the initial filing on EDGAR and must take a number of steps to prepare for that filing.  Filers with a CIK number can submit a request to convert their EDGAR status to an electronic filer.  When a filer makes its first EDGAR draft submission, it should submit it as a new draft registration statement, even if it is an amendment to a previously submitted version.  Each previously submitted draft registration statement, including exhibits, should be attached to the initial registration statement as a separate Exhibit 99 document.

Form S-20 is First Registration of Standardized Options in Ten Years

Canadian Derivatives Clearing Corp. ("CDCC"), the issuer of every put and call option that may be purchased or sold in transactions on Bourse de Montréal Inc. (the “Bourse”), filed a Form S-20 on October 3 to register 50 million contracts under the 1933 Act (SEC file no. 333-184288).  Each option relates to a particular underlying interest (a security listed on a recognized Canadian securities exchange, a Canadian government bond or a Canadian stock index or sub-index).  These options are not listed or traded on any securities exchanges in the United States, although certain of the underlying interests are traded on one or more U.S. exchanges.

Several U.S. exchanges are currently trading standardized options (“U.S. Options”) relating to foreign securities that are listed on U.S. exchanges, including certain securities of Canadian issuers who have securities listed on U.S. exchanges.  Certain U.S. Options relate to securities of Canadian issuers that are also underlying interests of the options to be offered by the issuer.  The options offered by CDCC and U.S. Options are not interchangeable and, although the terms and procedures applicable to the CDCC options and to U.S. Options are similar, they are not identical in all respects.

CDCC acts as the clearing facility through which the settlement of options transactions effected on the Bourse is made.  In addition to its role as a clearinghouse for exchange traded options on equities, bonds, stock indices and futures, CDCC acts as a clearinghouse for exchange-traded futures listed on the Bourse and for over the counter equity options.

Prior to the CDCC filing, the last pre-effective Form S-20 was filed by Options Clearing Corp. in March 2002.  At the time, Options Clearing was owned equally by the American Stock Exchange LLC, the Chicago Board Options Exchange, Inc., the International Securities Exchange LLC, the Pacific Exchange Inc. and the Philadelphia Stock Exchange, Inc.