On December 11, the Securities and Exchange Commission adopted provisions that will mandate electronic filing of Form D information. Form D is one of the SEC’s few remaining paper filings, the second most common paper filing made with the SEC after Form 144. The voluntary phase-in period for electronic filing of Form D will begin on September 15, 2008 and become mandatory on March 16, 2009. Information will be filed through an online filing system accessible from any computer that has Internet access and the filed information will be available on the SEC’s website in an easy to read format. John White, the Director of the SEC’s Division of Corporate Financing noted that the SEC’s launch of this online filing of Form D was created with the intent of facilitating one-stop filing for both federal and state Form D filings which will ultimately reduce filing burdens for small companies.
The SEC also voted to adopt amendments to revise and update the information requirements of Form D. Specific revisions will include, among other changes: deleting the current requirement to identify as “related persons” owners of 10 percent or more of a class of equity securities; replacing the current requirement to provide a business description with a requirement to provide industry group information from a pre-established list; replacing the current requirement to disclose information on a wide variety of expenses and use of proceeds items with a requirement to disclose expenses only as to amounts paid for sales commissions and, separately stated, finders’ fees and disclose use of proceeds only as to the amount of gross proceeds used or proposed to be used for payments to related persons; and permitting a limited amount of free writing to the extent necessary to clarify responses.
The changes in information requirements will become effective on September 15, 2008.