September 22, 2008
NEW FORM D RULES NOW IN EFFECT;
The offer and sale of securities in private placements under the exemptions provided by Regulation D of the Securities Act of 1933, as amended, require the filing of a Notice of Sale of Securities on Form D with the SEC within 15 days after the first sale of securities. Beginning September 15, 2008, new rules relating to Form D have gone into effect.
Following a six-month transition period ending on March 15, 2009, Regulation D filings will need to be made electronically via EDGAR, the SECís electronic filing system, using a New Form D, which contains information requirements different from the traditional Form D.
Prior to March 15, 2009, issuers will have the option of voluntarily filing
For additional guidance relating to such rules please click here.
Edgar Access and CIK Number Required to File Electronically
To file electronically, the issuer will need EDGAR access codes as well as a CIK number, each of which is assigned by the SEC without charge by filing a Form ID with the SEC. For companies that do not already have such codes, recent SEC guidance provides instructions for obtaining the same, with additional details available in the manual Information for EDGAR Filers found here. Such EDGAR codes may be used for all electronic filings going forward.
Substantive Changes to Form D Information Requirements
Among other changes, the New Form D:
More Easily Accessible to the Public
In mandating electronic filing, the SEC intends to make Form D filings more easily accessible to the public through the SECís searchable web site. As a result, financial reporters and competitors of issuers will be
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