March 16 Deadline Approaching for All Private Placement Offerings

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Impending March 16 SEC Filing Deadline for ALL Private Equity Offerings

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Everyone relying on Regulation D for exemption from Federal registration of a security offering must re-file by March 16, 2009, and now everything is in the public record, including why an issuer qualifies.

These filings must be made electronically using EDGAR. (Paper filings can still be used if the deal is about ready to wind up and the issuer will not need the exemption for very long after the deadline). Significantly, Regulation D exemptions require new disclosures, now available to the public through the EDGAR system.

These disclosures include the specific exclusion from Federal registration from the Investment Act of 1940 upon which the filing is based. For many, this exclusion is section 3(c)(7), but for others it is not, and many issuers are uncertain what to say, as this is the first time the SEC has basically asked the issuer to justify the use of Regulation D exemption from Federal registration.

New information must also include:

  • The date a security interest was first sold to anyone
  • The CRD registration numbers of any one even remotely involved in selling or promoting security interests, including finders who are friends or relatives

Reg D compliance requires notice fillings of any amended SEC Form D to several individual states. State notices are always made on paper, so issuers will want to keep a hard copy of their electronic filings to use as attachments.

The SEC Form D information can be found at Electronic Filing and Revision of Form D, Release No. 33-8891.

If you have questions about state filings or about which specific exemption your offering falls under, contact

Private Placement Advisors LLC
80 East Sir Francis Drake Blvd. Suite 3A, Larkspur, CA 94939

Telephone (415) 747-8562    
Toll Free (888) 998-5553
Facsimile (415) 785- 3186


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