SEC Form D

New Look, New On-Line Filing

The requirements of Filing Form D with the Securities And Exchange Commission, for a private placement of securities under Regulation D was changed effective as of March 15 of this year. For many years, the filing of Form D was accomplished by the filing of a paper original and five copies of Form D, through regular or express mail service. The SEC was willing to send back a stamped copy, and it is somewhat unclear the extent to which a filed Form D, absent investor complaint, was ever examined by anyone at the SEC. Now nearing the end of the first decade of the 21st century, the SEC has just mandated a new form, and a new filing mechanism. That mechanism is electronic, and manual filing will no longer be accepted. This newly implemented system is hoped to be a more effective manner for the SEC to gather information and regulate the private placement of securities in the future. It would seem that there will be a little added complication up front, but in the long run it is hoped that electronic filing will be less complicated. Issuers of private securities to be exempted under Rule D will need to obtain an EDGAR filing code in order to file electronically, however filing can be accomplished from any computer with Internet access. There are a few additional pieces of information that will need to be disclosed over the prior form, but a few outdated and unnecessary items of information have been deleted as well. Overall, it is my belief that due to an uptick in private placements (largely due to the fact that private entrepreneurs are finding that with Bank lending being less and less available, and private investors have much less confidence in the stability of the stock market, all making private investment mechanisms more attractive to those looking for capital, as well as those looking to invest) the new electronic filing will, after a normal learning curve for those raising capital and their legal counsel, help streamline the process of private placement securities compliance.

Tom Grella