Changes are ahead for Regulation D and Form D. Regulation D to the Securities Act of 1933 provides three “safe harbors” that give companies some assurance that their capital-seeking activities are in compliance with federal securities laws. Form D is the notice filing a company must file with the Securities and Exchange Commission (SEC) when it relies on one of the Regulation D safe harbors.
The SEC describes the revisions as simplifying Form D and updating some of the information required by Form D. For example, while a company issuing securities will still need to identify its executive officers, directors, and promoters on Form D, it will no longer have to identify those who own ten percent or more of the company’s stock.
The big change for Form D is “how” it is to be filed. Starting on September 15, 2008, companies may file Form D electronically with the SEC. Electronic filing becomes mandatory on March 16, 2009. As a result, the SEC will be able to make information included on Form D filings more easily available to, interactive, and searchable by the public. Eventually, the SEC hopes to enable companies to file Form D with the SEC and with any applicable states via one electronic transaction. Forty-eight states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands accept filings on Form D.
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