The SEC proposed amendments to Regulation D, Form D and Rule 156 under the Securities Act of 1933 (the "Securities Act").These proposed amendments come in connection with the adoption of amendments that allow general solicitation and general advertising in certain circumstances.
The proposed amendments to Regulation D include (i) amending Rule 503 to require an issuer to file Form D no later than 15 calendar days in advance of the first use of general solicitation in a Rule 506(c) offering and file a closing Form D amendment within 30 calendar days after the termination of a Rule 506 offering; (ii) requiring additional information on the Form D such as issuer's website, information about controlling persons, clarifying information on industry classification, information on issuer size (currently there is an option to "decline to disclose" which would be amended to state "not available to public"), security identifier, types ofinvestors in the offering, use of proceeds, use of broker-dealers and investment advisers, promoters and additional information (such as types of general solicitation used and methods used to verify accredited investor status); (iii) amending Rule 507 to disqualify an issuer from relying on Rule 506 for one year in connection with future offerings ifthe issuer did not comply within the last five years with Form D filing requirements as part of a Rule 506 offering; (iv) adopting Rule 509 to mandate certain legends and other disclosures on written general solicitation materials used in Rule 506(c) offerings; and (v) adopting Rule 510T to require that written general solicitation materials used in Rule 506(c) offerings be submitted to the SEC on a temporary basis.
Rule 156 of the Securities Act currently provides guidance as to when information in sales literature by registered investment companies such as mutual funds can be fraudulentor misleading under federal securities laws. The proposed amendments would also have Rule 156 apply to the sales literature of private funds, regardless of whether the offering is conducted through general solicitation.
The SEC also stated in the release that the definition of "accredited investor" for natural persons should be reviewed, and seeks comments on whether net worth and annual income should be used as the fundamental tests.
Proposed Amendments: http://www.sec.gov/rules/proposed/2013/33-9416.pdf