How to Use Web COBRADesk
Corporate Offerings Business & Regulatory Analysis
Since April 30, 2001, the NASD Corporate Financing Department (the Department) has provided filers with an Internet-enhanced version of the Corporate Offerings Business & Regulatory Analysis system (Web COBRADesk). The Web COBRADesk application enables filers to make electronic filings of public offerings with the Department over the Internet. Web COBRADesk was developed to provide users with an improved and technologically enhanced version of the COBRADesk application. The system is free of charge to users and there is no special equipment needed.
On April 9, 2002, the Securities and Exchange Commission approved amendments to NASD Rule 2710 that require members that file information on public offerings of securities with the Department to use electronic filing system. To see these rule amendments and further background, view NASD Notice to Members 02-26. Mandatory electronic filing became effective on July 12, 2002.
This online publication is designed to provide a quick insight into the functionality and features of Web COBRADesk. Instructions are applicable to most corporate filings and Direct Participation Programs ("DPP"). Please email us any questions or comments.
Features of Web COBRADesk
Better Access
No special equipment is needed. Access Web COBRADesk using your Internet browser (at least Netscape Navigator 6.0 or greater and Microsoft Internet Explorer 5.5 or greater).
Improved Communication
The Internet version allows the information to be transmitted faster within a secure environment.
Better Response
The web-based application enables faster response times to filers.
User-friendly
The appearance and logical navigation tabs and buttons provide users with an easier and more effective filing mechanism.
Web Functionality
The web-based application also provides improved quality and display of information.
Online User Guide
COBRADesk Assistant
How Do I Use Web COBRADesk? Registration Request
Filers must register with the Department to be authorized users. Complete the registration form, located at https://www.cobradesk.com. Each firm will be assigned a unique identifier that will be provided to the firm's designated Web COBRADesk coordinator. NASD members and counsel should choose one or two individuals to act as coordinator(s). Coordinators should e-mail the Department to request the firm's identification number. The Department will e-mail the assigned identification number to the coordinator(s). The coordinator(s) will be responsible for providing the identification number to all users of the firm to enter on the user registration form. Notification will be sent to each user via e-mail within 24 hours of receipt of the registration request. Users who receive notification that their registration has been accepted can begin using Web COBRADesk. Users who receive notification that their registration has been rejected should contact the Department for further instructions.
The following sections describe steps filers will need to take in order to submit public offering information to the Department via Web COBRADesk.
Required Fields
Basic Info-Parties
- Valid e-mail address for Authorized Person
Basic Info-Documents
- Central Index Key # for SEC filed Offerings
- Accession # for SEC filed Offerings
- Distribution Method
- Offering Class
Securities & Fees
- Filing Fee Information/Payment History
Supplemental
- NASD Association/Affiliation
- Unregistered Securities
- Other Items of Value
- Conflicts of Interest
- Proceeds Directed to a Member
Compensation
- Offering Proceeds
Basic Deal Information
The basic information ("Basic Info") section requests: filer, issuer, member, counsel, documents, distribution method, trading market or exchange, and offering type information provided in the registration statement or other offering documents. Click "New Deal" to the left of the screen. Complete all information including issuer's name and click "Save" in the "Create New Deal" box.
Click "Parties" and enter all filing information, including issuer, member, and counsel information.
Under "Filing Information," the user is required to provide an e-mail address for the authorized person. The authorized person is responsible for providing information to the Department in compliance with the NASD Conduct Rules. Throughout the review process the e-mail address will be used by the Department to notify the filer of electronic communication received by and sent from the Department.
Click the "Documents" tab to enter filing details, record documents, select securities distribution method, identify primary trading market, offering class of securities, whether IPO, secondary or debt, as applicable. The fields that are required in the "Documents" tab for a successful submission are as follows: (1) Central Index Key - a 10-digit numerical field provided for all offerings filed with the SEC, (2) Accession Number - a 19-digit numeric field, including two hyphens, provided for all offerings filed with the SEC, and a direct link to the offering documents, (3) Distribution Method, and (4) Offering Class.
In addition, if an offering is designated as a Direct Participation Program, indicate whether the securities have flow-thru tax consequences, whether it is a Limited Liability Corporation (L.L.C.) or a Limited Partnership Rollup and specify the type of program.
Securities And Fees
The number of securities to be registered pursuant to the registration statement, amendments, or other offering documents is entered in Securities and Fees. The system will calculate the filing fees and the filer must enter payment information in "Payment History."
1. Pursuant to NASD Conduct Rule 2710(b)(6)(A)(1), select the " Securities and Fees" tab and enter the deal's quantitative information, (e.g., number of securities being registered, public offering price, minimum, maximum, other contingencies, etc.). This data will enable the system to calculate the filing fee for the deal, pursuant to Schedule A, Section 6 to the NASD By-Laws.
2. Click the "Payment History" subheading to identify the payment method, payee, payment amount, and delivery method of the payment. The Filer Fee Due must be paid in full and reflected in this section to transmit the deal to the Department.
Supplemental Information
Pursuant to NASD Conduct Rule 2710(b)(6), filers must provide supplemental information with the submission of the initial filing. This tab is divided into the following subsections: NASDAA/Unreg. Sec., Conflicts/Proceeds, QIU, and Filer Notepad. The Filer Notepad feature allows you to provide additional written information with respect to the filing, if you are unable to provide a representation by clicking on a radio button or check box.
In the case of a DPP filed pursuant to NASD Conduct Rule 2810, filers shall provide information with regards to wholesaling activities, suitability standards for participants or exemptions for freely-tradable securities, and disclosure of material facts, such as liquidity and marketability of the program, in compliance with Rules 2810(b)(4)(C), 2810(b)(2), and 2810(b)(3), respectively.
Corporate Compliance
This tab is divided into two subsections: Terms/Arrangements and Other Terms. Both sections allow the user to disclose other terms and arrangements and compliance issues, (e.g., registration rights, solicitation fees, Papilsky Rules, Free-Riding and Withholding, etc.). If there is no NASD member identified on the base prospectus, and the offering is filed with the Department as Issuer-Managed, an Issuer-Managed subsection is also available. This subsection should be used to identify NASD members appearing on the cover of the Prospectus Supplement(s) filed in connection with a 415 distribution, or for Selected Dealers assisting officers, directors, etc. with the distribution of securities.
DPP Compliance
If applicable, filers should supply information with regards to the subscription agreement, any distribution reinvestment plan, secondary transfers, volume discounts, installment payments, and commodity pool trail fees.
Additionally, in compliance with NASD Conduct Rule 2810(b)(5), the filer should provide assurance that a general partner will provide a per share price to investors in the annual report, the method by which it was developed, and the date of the data used to develop the estimated value, unless the securities are "freely tradable" or of a commodity pool.
Compensation
This tab has three subsections: Proceeds Comp, Items of Value, and Filer Notepad, to enable users to disclose all possible items of value and compensation received or to be received by the underwriter(s) and/or related persons. All items of value, whether in dollar amounts or percentages, pursuant to Rule 2710(c)(3), can be entered in an easy to use spreadsheet.
In the case of DPPs and REITs, filers shall supply a breakdown and allocation of the proposed compensation for retailing and wholesaling activities, as well as certain issuer costs. If applicable, filers should submit information with respect to "continuing compensation" (back-end compensation) and sales incentives, whether in cash or non-cash form. Filers are encouraged to use the Filer Notepad for submission of additional information.
Submitting A Filing
Once all the required fields have been populated in Web COBRADesk and you are certain that you would like the Department to receive your transmission-click "Submit to NASD" to the left of screen. Once the file is successfully transmitted, you will see a message confirming submission to the Department.
Communications
The Department will inform the filer by e-mail that a letter has been sent via Web COBRADesk in connection with the specified deal. To retrieve the communication, click on the left table selection "NASD Letters." To respond to a comment letter or amend a deal:
- The "Filing ID" number must appear in the deal caption at the top. (Automatically added to deal after the Department accepts the deal.)
- Complete all relevant data fields.
- Select the "Basic Info." tab. Click on "Amended/Revised" to identify the reason for the submission
- Select the "Securities and Fees" tab. Click on "Reasons for Changes" and select all options that apply to your updated filing.
- Click "Submit to NASD."
Reminder: Always click on the "SAVE" button after entering information and before switching to a new section. The "REFRESH" button will restore the screen to its previous state prior to current input/edits. Also note that there are certain required fields that must be entered for the information to be successfully submitted to the Department. Finally, the deal must have a filing ID prior to submitting amendments and/or revisions.
How Can I Access Web COBRADesk?
The system is accessible from https://www.cobradesk.com. Click on "Other Regulation Systems" under the Regulation Systems heading, and select Web COBRADesk. Filers must register online to access the system.
