The SEC proposes to require that Form D, which is used in conjunction with exemptions from registration pursuant to Regulation D, be filed electronically. The SEC believes requiring the electronic filing of Form D data would make the information filed more readily available to regulators and members of the public who choose to access it. Also, because the information would be available on the SEC Web site, and because the online filing system would automatically capture and tag data items, the data would be interactive and easily searchable. The system would enable users to view the information in an easy-to-read format, download the information into an existing application, or create an application to use the information.
Issuers would file the Form D information electronically through a new online filing system that would be accessible from any computer with Internet access. Issuers would provide the information in data fields by responding to a series of discrete questions. It is expected that the fields would be checked automatically for appropriate characters and consistency with other fields and the questions would be accompanied by easily accessible links to instructions and other helpful information. The SEC believes these system features, among others, would help facilitate a relatively easy-to-use filing process that would deliver accurate information quickly, reliably and securely. The Form D filing would continue to be required within 15 days of an issuer’s first sale in an offering without Securities Act registration in reliance on one or more of the exemptions provided in Regulation D, and the rules would clarify when amendments are required. Paper filing of Form D would be eliminated.
In order to file, the SEC expects that issuers would need the same codes as are required to file on the SEC’s electronic filing system, EDGAR, today. An issuer that does not already have EDGAR filing codes, and to which the SEC has not previously assigned an identification number, which the SEC calls a “Central Index Key (CIK)” code, would obtain the codes by filing electronically a Form ID and filing, in paper by fax within two business days before or after filing the Form ID, a notarized authenticating document. The authenticating document would be manually signed by the applicant over the applicant’s typed signature, include the information contained in the Form ID, confirm the authenticity of the Form ID and, if filed after electronically filing the Form ID, include the accession number assigned to the electronically filed Form ID as a result of its filing.