SEC Requires All Form D Filings to Be Made Online via the EDGAR System Beginning March 16, 2009

Beginning March 16, 2009, all Form D filings with the Securities and Exchange Commission (SEC) must be made online using the EDGAR System. In addition, the information required to be provided on an electronically filed Form D will differ in certain respects from what is currently required on the paper version.

A Form D is normally filed with the SEC and applicable state securities administrators within 15 days after the first sale in an offering in order to perfect a private placement exemption under the Securities Act of 1933, as amended. Offerings made only to "accredited investors" such as institutions and high-net-worth individuals are usually made in accordance with Rule 506 of Regulation D. In a Rule 506 offering, individual state private placement requirements are preempted and a state may only require a copy of the federally filed Form D to be filed as a notice.

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