Filing Requirements for Regulation D Offerings

In 2008, the Securities and Exchange Commission (SEC) mandated the electronic filing of Form D. See Securities Act Release No. 33-8891 (Feb. 6, 2008), available from the SEC Published Report-Electronic Filing and Revision of Form D (in pdf format). The SEC also adopted revisions to Form D designed to simplify and restructure information requirements. The new online filing system is accessible from any computer with Internet access. Beginning March 16, 2009, electronic filing is mandatory for all Form D filings with the SEC.

The new filing requirements apply to all issuers offering or selling securities in Nebraska in reliance on a limited offering exemption under state law and federal Regulation D.

What to File

Beginning March 16, 2009, an issuer offering or selling securities in reliance on Regulation D; Rule 505; or Rule 506 must file with the State of Nebraska, Bureau of Securities:

• An authenticated paper copy of the notice of sale on Form D that was filed electronically with the SEC. The form is available at SEC Form D
• Nebraska requires that you submit the state appendix pages. State Appendix Pages (pdf)
• The filings must be accompanied by the requisite fee. The fee is $200

Form U-2, Uniform Consent to Service of Process, is not required because the new Form D contains a consent to service of process for state administrators.

How to File

A paper copy of the SEC filing must be submitted to:

Nebraska Department of Banking and Finance
Bureau of Securities
1230 "O" Street, Suite 400
Lincoln, NE 68508-1402

All filings shall be submitted with the appropriate filing fee.

In order to make an electronic filing on Form D with the SEC, an issuer will need to obtain an EDGAR access code. EDGAR access codes may be obtained by following the instructions on the SEC EDGAR Website. For additional information on how to file with the SEC, go to SEC Guidance on Form D Filing Process.

When to File

The Form D must be filed no later than 15 calendar days after the first sale of securities in Nebraska, unless the 15th day falls on a Saturday, Sunday or holiday, in which case the due date is the first business day following.

Late Filings with Nebraska

A Form D filed after the due date described above will void the exemption in Nebraska.

When to File An Amendment with Nebraska

Generally, amendments need to be filed to correct material mistakes of fact or errors on a previously filed Form D as soon as practicable after discovering the mistake or error. The SEC’s requirements for filing an amended Form D are available at http://tinyurl.com/cfaeav.

An amendment to a previously paper copy of an electronic Form D filed with the SEC must provide current information in response to all requirements of the notice of sale on Form D regardless of why the amendment is filed.

Requests for additional information or questions regarding the new filing requirements for Reguation D may be directed to: Debbie Yost, Staff Assistant, or Mike Cameron, Staff Attorney, or by calling the Nebraska Bureau of Securities 402-471-2171.