3. Related Persons (continued)
l
FORM D
U.S. Securities and Exchange Commission
Washington, DC 20549
Instructions for Submitting a Form D Notice
General Instructions
Who must file: Each issuer of securities that sells
its securities in reliance on an exemption
provided in Regulation D or Section 4(a)(5) of
the Securities Act of 1933 must file this notice
containing the information requested with the
U.S. Securities and Exchange Commission (SEC)
and with the state(s) requiring it. If more than
one issuer has sold its securities in the
same transaction, all issuers should be identified
in one filing with the SEC, but some states may
require a separate filing for each issuer or
security sold.
When to file:
o An issuer must file a new notice with the SEC
for each new offering of securities no later than
15 calendar days after the "date of first sale" of
securities in the offering as explained in the
Instruction to Item 7. For this purpose, the date of
first sale is the date on which the first investor is
irrevocably contractually committed to invest,
which, depending on the terms and conditions
of the contract, could be the date on which the
issuer receives the investor's subscription
agreement or check. An issuer may file the
notice at any time before that if it has
determined to make the offering. An issuer must
file a new notice with each state that requires it at
the time set by the state. For state filing
information, go to www.NASAA.org. A
mandatory capital commitment call does not
constitute a new offering, but is made under the
original offering, so no new Form D filing is
required.
o An issuer may file an amendment to a
previously filed notice at any time.
o An issuer must file an amendment to a
previously filed notice for an offering:
- to correct a material mistake of fact or
error in the previously filed notice, as soon
as practicable after discovery of the mistake
or error;
- to reflect a change in the information
provided in the previously filed notice,
except as provided below, as soon as
practicable after the change; and
- annually, on or before the first anniversary
of the most recent previously filed notice, if
the offering is continuing at that time.
When amendment is not required: An issuer
is not required to file an amendment to a
previously filed notice to reflect a change that
occurs after the offering terminates or a change
that occurs solely in the following information:
- the address or relationship to the issuer of
a related person identified in response to
Item 3;
- an issuer's revenues or aggregate net
asset value;
- the minimum investment amount, if the
change is an increase, or if the change,
together with all other changes in that
amount since the previously filed notice,
does not result in a decrease of more than
10%;
- any address or state(s) of solicitation
shown in response to Item 12;
- the total offering amount, if the change is
a decrease, or if the change, together with
all other changes in that amount since the
previously filed notice, does not result in an
increase of more than 10%;
- the amount of securities sold in the
offering or the amount remaining to be
sold;
- the number of non-accredited investors
who have invested in the offering, as long as
the change does not increase the number to
more than 35;
- the total number of investors who have
invested in the offering; and
- the amount of sales commissions, finders'
fees or use of proceeds for payments to
executive officers, directors or promoters, if
the change is a decrease, or if the change,
together with all other changes in that
amount since the previously filed notice,
does not result in an increase of more than
10%.
Saturdays, Sundays and holidays: If the date
on which a notice or an amendment to a
previously filed notice is required to
be filed falls
on a Saturday, Sunday or holiday, the due date is
the first business day following.
Amendment content: An issuer that files an
amendment to a previously filed notice must
provide current information in response to all
items of this Form D, regardless of why the
amendment is filed.
How to file: Issuers must file this notice with
the SEC in electronic format. For state filing
information, go to www.NASAA.org.
Filing fee: There is no federal fiing fee. For
information on state filing fees, go to www.
NASAA.org.
Definitions of terms: Terms used but not
defined in this form that are defined in Rule 405
and Rule 501 under the Securities Act of 1933,
17 CFR 230.405 and 230.501, have the
meanings given to them in those rules.
Form D 5