Notice to Members 02-26

SEC Approves Rule Change Requiring Members to File Information with the Corporate Financing Department Through Its Electronic Filing System

On April 9, 2002, the Securities and Exchange Commission (SEC or Commission) approved amendments to NASD Conduct Rule 2710 (the Corporate Financing Rule or Rule) that require members that file information on public offerings of securities with the Corporate Financing Department (Department) to use the Department's electronic filing system, the Corporate Offerings Business Regulatory Analysis System (COBRA). In addition, the amendments provide that all documents that are filed with the SEC through its Electronic Data Gathering and Retrieval System (EDGAR) will be treated as filed with the National Association of Securities Dealers, Inc. (NASD® or Association). Members that participate in public offerings in which the offering documents are not required to be filed with the SEC through EDGAR would continue to be required to file the offering documents in paper format. However, such members would also have to provide certain information through COBRA.

The Department currently inputs information from manual filings into the COBRA database. On June 30, 2002, the Department will convert all of the offerings in the COBRA database into COBRADesk, the Web-based application that filers use to file with the Department. This conversion will enable filers to make amendments and revisions to filings that are under review in the Department by using COBRADesk. In addition, the conversion will provide members with access to information regarding all of their filings since January 2000, which will be included in COBRADesk. After June 30, 2002, all amendments and revisions to filings under review in the Department must be made using COBRADesk.

The effective date of the electronic filing requirements for new offerings is July 12, 2002. Any manual filings subject to the electronic filing requirements made after the June 30 conversion date, but prior to July 12, 2002, will be accepted, but the filer will be required to re-file the offering using COBRADesk in order to make amendments or revisions to the filing, and so that the information can be stored in the COBRADesk database. The Department will not accept any manual filings that are required to be filed electronically under the Rule after July 12, 2002.

Questions about this Notice should be directed to LaNita Tyler or Kemba Walker, Corporate Financing Department, NASD Regulation, Inc., at (240) 386-4623.